definiens: means the U.S. Internal Revenue Code of 1986, as amended ; means the U.S. Internal Revenue Service ; means the New Jersey Industrial Site Recovery Act ( N.J.S.A 13:1K-6 ) and all rules and regulationspromulgated thereunder, including those published under N.J.A.C. 7:26B ; means any Environmental Loss incurred by a given party that arises from, relates to or is in connectionwith achieving or maintaining compliance with ISRA in the Interim Period and in connection with the transfer ofownership and change of control of the Elizabeth, NJ Facility contemplated under this Transaction, including, asrequired, engaging a licensed site remediation professional, investigation of and remediation of contamination, payingfees and oversight costs, posting funding sources ( including letters of credit ) and obtaining the necessary permits ; means all ISRA Costs incurred by any Group Company or any of their respective officers, directors, employees, agents and representatives and successors and assigns ; has the meaning given in paragraph 22.1 of Schedule 5 ( Vendor Warranties ) ; means the loan agreement between [COMPANY] Group hf . and Landsbanki dated 20 July 2010, assubsequently novated to [COMPANY] Hold S.à r.l . on 24 November 2010 ; means all rights of Landsbanki in, to and under the Landsbanki Facility ; means all applicable legislation, statutes, directives, regulations, judgments, decisions, decrees, orders, instruments, by - laws, and other legislative measures or decisions having the force of law, treaties, conventions andother agreements between states, or between states and the European Union or other supranational bodies, rules ofcommon law, customary law and equity and all civil or other codes and all other laws of, or having effect in, anyjurisdiction from time to time ; means : ( a)the making or payment of any dividend by a Group Company in favour of a member of an Indirect InterestHolder Group, a member of the Vendor Group, Argon or any Manager ; ( b)the distribution, repurchase, repayment, redemption or return of any share capital or loan stock ( or any otherequity or debt securities ) by a Group Company to a member of an Indirect Interest Holder Group, a member ofthe Vendor Group, Argon or any Manager ; ( c)the payment of any sum to, or the transfer or assignment of any assets, rights, values or benefits to or for thebenefit of, any member of the Vendor Group, any member of an Indirect Interest Holder Group, Argon or anyManager in each case by a Group Company ; ( d)the waiver, release or forgiveness of any amounts owed to a Group Company by a member of the VendorGroup, a member of an Indirect Interest Holder Group, Argon or any Manager ; 20 ( e)any third party advisory costs, fees or expenses ( including any legal, accounting, financial or other advisers’fees ) incurred, paid or payable by any Group Company with respect to the preparation, negotiation andimplementation of this Agreement, all other Transaction Documents and the consummation of theTransaction, other than : ( i ) those which are included in the Total Company Transaction Costs Amount ; and(ii ) any West - related Transaction Costs ; ( f)the payment of any sum by any Group Company pursuant to a guarantee or indemnity relating to theobligation of any member of the Vendor Group, an Indirect Interest Holder Group, Argon or any Manager ; ( g)any payment under or pursuant to any of the Debt Facilities or the Intra Group Debt ; ( h)the transfer or assignment of any assets, rights, values or benefits pursuant to a Partial Enforcement ; ( i)the payment of any management, monitoring, advisory, supervisory or other shareholder or director ’s fees, bonuses or other payments of a similar nature by any member of the Group to any member of the VendorGroup, any member of an Indirect Interest Holder Group, Argon or any Manager which are not included in theTotal Company Transaction Costs Amount ; or ( j)the making or entering into of any agreement or binding obligation to do any of the foregoing matters by aGroup Company, but does not include any Permitted Leakage ; means the later to occur of : ( a)28 February 2013 ; and ( b)the date that is six ( 6 ) months from the Completion Date ; has the meaning given in paragraph 9.2 of Schedule 5 ( Vendor Warranties ) ; means 1 January 2012 ; means 28 February 2013 ; means the unaudited monthly consolidated management accounts of EquityCo and itssubsidiaries as presented to the managers of EquityCo for the months of February 2012 and March 2012 as set out inthe Disclosure Documents ; means, in respect of each Manager, the percentage set out in column 2 of Part 2 of Schedule 1(Manager Details ) ; means Peter Prock, or such other person who is appointed by a simple majority of theManagers from time to time ; means all activity undertaken ( or proposed to be undertaken ) in connection with the syndicationor other marketing of the Debt Financing, provided that such activity shall not unreasonably interfere with theGroup ’s business or operations . Such activity shall include : ( a)the direct participation by the Executive Officers as reasonably required by the Purchaser in ( i ) due diligencesessions related to the preparation of the Marketing Material ; and ( ii ) a reasonable number of road shows(which may include ) and meetings with prospective lenders and debt investors ; and 21 ( b)the delivery of customary authorization letters, confirmations and undertakings in connection with theMarketing Material to the extent relating to information regarding the Group ( including with respect to thepresence or absence of material non - public information and accuracy of the information contained therein ) ; means each of the following : ( a)customary bank books, information memoranda and other information packages regarding the business, operations, financial condition, projections and prospects of the Group ; ( b)a customary and a preliminary and final prospectus, pricing term sheet, offeringmemorandum or private placement memorandum that is suitable for use in a customary and theoffering of the Purchaser Guarantor ’s notes ; and ( c)all other marketing material contemplated by the Debt Commitment Letter or reasonably requested by thePurchaser or the Financing Sources in connection with the syndication or other marketing of the DebtFinancing ; shall mean the first period of 30 consecutive calendar days throughout and at the end of which : ( a)the Purchaser and the Financing Sources shall have had access to reasonably requested Financing Informationthat is Compliant ; provided that if the Vendor shall in good faith reasonably believe it has provided theFinancing Information and such Financing Information is Compliant, it may deliver to Purchaser a writtennotice to that effect ( stating when it believes it completed such delivery ), in which case the Vendor shall bedeemed to have complied with this paragraph ( a ) unless Purchaser in good faith reasonably believes theVendor has not completed the delivery of the Financing Information or that the Financing Information is notCompliant and, within five Business Days after the delivery of such notice by Vendor, delivers a writtennotice to Vendor to that effect ( stating with specificity a comprehensive list of which Financing Informationthe Vendor has not delivered or is not Compliant ; for the avoidance of doubt, the Marketing Period shallbegin when the Vendor has provided such listed information, and paragraph ( b ) below is satisfied ) ; and ( b)nothing shall have occurred that would cause any of the Conditions to fail to be satisfied ( other than wherethe occurrence has been prevented or remedied in full or has been deemed to be waived in accordance withClause 4.4, 4.7, 4.16 or 4.17, and excluding any Conditions that by their nature will not be satisfied until theCompletion Date ) assuming Completion were to be scheduled for the last Business Day of the month in whichsuch 30 consecutive calendar day period concludes, for the avoidance of doubt this paragraph ( b ) shall notrequire the Anti - trust Conditions to have already been fully satisfied, provided that the Marketing Period shall end on any earlier date that is the date on which the Debt Financing isconsummated ; provided further that such 30 consecutive calendar day period shall not commence prior to 15 July2012, shall exclude 18 August to 4 22September 2012, 21 to 23 November 2012 and if it has not ended on or prior to 19 December 2012, shall notcommence prior to 2 January 2013, and any period of time during which a customary letter ( includingnegative assurance comfort ) would not be capable of being delivered with respect to Financing Information containedin the Marketing Material pursuant to paragraph .47 of AU Section 634 ; has the meaning given in Schedule 5 ( Vendor Warranties ) ; means the occurrence of one or more Interim Covenant Breaches thatcollectively result in losses, costs and/or expenses to one or more Group Companies, or direct losses, costs and / orexpenses ( assuming Completion has occurred ) to one or more members of the Purchaser Group, in excess of € 125million ; means : ( a)a breach of any of the Fundamental Warranties, save for any breach that is remedied in full prior toCompletion ; ( b)a breach of any of the warranties given pursuant to Clause 8.7 ( other than in relation to paragraph 2 of Part 1of Schedule 6 ( Indirect Equity Holder and Managers ’ Warranties ), Part 2 of Schedule 6 ( Indirect EquityHolder and Managers ’ Warranties ) or paragraphs 2 or 3 of Schedule 7 ( Debt Holder Warranties ) ), save forany breach that is remedied in full prior to Completion ; or ( c ) ( i)a breach or breaches of any of the Signing Warranties which was not Disclosed to the Purchaser at orprior to the date of this Agreement ; or ( ii)a breach or breaches of the Completion Warranties which would occur when given pursuant toClause 8.2, by reference to the facts, matters or circumstances then existing, but without reference tothe Vendor ’s Interim Updated Disclosure Letter or the Vendor ’s Updated Disclosure Letter ; ( iii)a breach or breaches of any of the warranties given pursuant to Clause 8.7 in relation to paragraph 2 ofPart 1 of Schedule 6 ( Indirect Equity Holder and Managers ’ Warranties ), Part 2 of Schedule 6(Indirect Equity Holder and Managers ’ Warranties ) or paragraphs 2 or 3 of Schedule 7 ( Debt HolderWarranties ) which was not Disclosed to the Purchaser at or prior to the date of this Agreement, and, in each case, without reference to any threshold limitations or the limitations set out in Schedule 8(Limitations on Liability ) and where such breach or breaches described in paragraphs ( c)(i ) to ( iii ) above haveresulted in or would result in, in the aggregate, a diminution in value of the Group as a whole in excess of€200 million provided that, for the purposes of paragraphs ( c)(i ) to ( iii ) above only, any reference to in the Warranties shall mean, where the context requires:(A ) a claim, loss, damage, notice, charge, action, dispute, investigation or proceeding that results in aliability or loss to the Group in excess of € 1.5 million;(B ) a breach of any lease, license, permit, consent, authorisation or permission that results in a liabilityto the Group in excess of € 1.5 million ; 23(C ) in relation to an asset of the Group, a loss or impairment that results in a diminution in the value ofsuch asset in excess of € 1.5 million ; or(D ) where the failure to comply with a specific requirement or obligation results in a liability or loss tothe Group in remedying such non - compliance in excess of € 1.5 million, other than in the case of any reference to in the Warranties used in the context of:(I ) a adverse change;(II ) a adverse effect;(III ) adversely impacting any Group Company;(IV ) adversely affecting the ability of the Group;(V ) to the Group taken as a whole;(VI ) a Material Group Company;(VII ) a Material Contract ; or(VIII ) a specific paragraph of Schedule 5 ( Vendor Warranties ) where a value has already beenattributed to, and other than the following paragraphs of Schedule 5(Vendor Warranties ): paragraphs 1.1 ( other than thedefinition of ), 6.2(a ), 6.2(b ), 6.3(a ), 6.3(b ), 6.4(a ), 6.4(b ), 6.5, 7.1(a ), 11.3, 11.4, 12.9, 14.1, 17(a),17(b ), 19.1(a ), 19.6, 19.15, 22.3, 22.9, 23.12 and 23.17;and for the avoidance of doubt, as defined in this definition shall not impute any meaning on theterm for the purposes of any other provisions of this Agreement ; means such financial information with respect to the Group that is required to beprovided to the Financing Sources and is sufficient to satisfy the conditions precedent to the funding of the DebtFinancing contained in paragraphs ( v ) and ( vi ) ( excluding clauses ( B ) and ( C ) thereof ) of Annex III of the DebtCommitment Letter provided to the Vendor as of the date hereof ) ; means the failure by the Vendor to deliver to the Purchaser, prior to13 February 2013, the Minimum Financing Information and, as a direct result of such failure, the Purchaser is unable toobtain the Debt Financing, provided that so long as the Minimum Financing Information has been provided on anydate prior to 13 February 2013, there shall not be any Minimum Financing Information Breach ; means the Net Working Capital Amount as shown in the Completion Statement ; means the amount, if any, by which the Target Net Working CapitalAmount exceeds the aggregate of the Net Working Capital Amount plus the Completion Cash Excess ( if any ) and, forthe avoidance of doubt, if the Target Net Working Capital Amount does not exceed the aggregate of the Net WorkingCapital Amount plus the Completion Cash Excess, then the Net Working Capital Amount shortfall shall be € 0 ; 24 has the meaning given in paragraph 2.4 of Schedule 10 ( Completion Statement ) ; means the New Jersey Department of Environmental Protection ; has the meaning given in Clause 2.3 ; has the meaning given in Clause 2.3 ; has the meaning given in Clause 5.16(a ) ; has the meaning given in Clause 5.9 ; has the meaning given in paragraph 2.2 of Schedule 10 ( Completion Statement ) ; shall have the same meaning as the term in the Novation Deed ; has the meaning given in paragraph 2.2 of Schedule 10 ( Completion Statement ) ; means all outstanding amounts, other than the principal, under limbs ( a ), ( b ) and ( c ) of thedefinition of AGH Intra Group Debt and ADE Intra Group Debt that were due and payable on a date prior to theCompletion Date ( excluding, for the avoidance of doubt the Completion Payable Amount ) ; means the amount of any Transaction Costs which have, since 1 January2012 and on or prior to the Calculation Date, been paid by a Group Company and not reimbursed by any member ofthe Vendor Group or an Indirect Interest Holder Group on or prior to the Completion Date ; means the bonuses paid or to be paid to Mark Keatley and Roy Papatheodorou, details ofwhich are set out in Data Room references U.3.5.26 and U.3.5.27 subject to a maximum aggregate amount of CHF222,399, plus employer contribution amounts ; means the amount of any West - related Transaction Costs which have, prior tothe Completion Date, been paid by a Group Company and not reimbursed by the Purchaser on or before Completion ; means a Full Enforcement where the fair market value of the business, assets and undertakingsthe subject of such enforcement, free of indebtedness under the DB Facilities, is less than € 100,000,000 ; means the U.S. Uniting and Strengthening America by Providing Appropriate Tools Required toIntercept and Obstruct Terrorism Act ( Title III of Pub . L. 107 56 ( signed into law October 26, 2001 ) ) ; means the body corporate known as the Pensions Regulator and established by part 1 of theU.K. Pensions Act 2004 ; means : 25 ( a)any payments required to be made by a Group Company pursuant to the Pre - Completion Restructuring ; ( b)any payment made or liability, cost or expense incurred by the Group in connection with : ( i)the day to day administration of the Vendor ’s existing holding structure comprising the Vendor Groupand Argon, up to an amount equal to € 267,619 for 2012 and any amount for any part of the InterimPeriod in 2013 arising on a consistent basis and in substantially consistent amounts with the financialyear ending 31 December 2012 ; ( ii)obtaining : ( A)customary ( estimated to be 6 years ) directors and officers run - off insurance in respect of thedirectors that are resigning from the Group Companies at Completion ; and ( B)customary directors and officers insurance in respect of the directors of the Vendor Group andArgon ; ( iii)the dissolution of the Group ’s previous holding structure, in accordance with clause 36.8 of theRestructuring Deed estimated to be approximately € 250,000 ; ( iv)advisory fees payable pursuant to clause 34 of the Restructuring Deed for the period between24 November 2011 and the Completion Date ( inclusive ), up to an amount equal to a daily rate of€13,699 ; ( v)the indemnities given by the Group to Mark Keatley, Stefan Jokull Sveinsson and any possibleindemnity given by the Group ( at its discretion ) to Gudbjorg Edda Eggertsdottir in respect of taxpayable on put and call options in Iceland in 2006, up to an amount equal to € 1,500,000 ; ( vi)the guarantee given by the Group to Landsbanki in respect of a loan between Landsbanki and GunnarBeinteinsson, up to an amount equal to € 350,000 ; ( vii)all fees payable to Appleby Trust ( Jersey ) Limited, pursuant to its interests in Argon and relatedservices thereto, up to an amount equal to € 30,000 ; ( viii)all Transaction Costs incurred, paid or payable by Argon ; ( ix)the Paid Permitted Bonuses ; ( x)the payment of CHF 107,044 ( excluding employer Taxation ) made to Gunnar Agust Beinteinsson inMarch 2012 pursuant to the rules and regulations of the cash management incentive plan ( Data Roomreference U.3.3.1.2 ), as amended by email between Peter Prock and Gunnar Agust Beinteinsson ( DataRoom reference U.3.3.1.4 ) ; ( xi)Nitrogen ’s out of pocket costs and expenses incurred under clause 36.6 of the Restructuring Deed ; ( xii)DB ’s out of pocket expenses incurred under clause 36.2.2 of the Restructuring Deed in connectionwith any variation or enforcement of 26 any Transaction Documents ( as such term is defined in the Restructuring Deed ) or any consent orapproval sought in respect of any Transaction Document ( as such term is defined in the RestructuringDeed ) ; and ( xiii)any matter undertaken at the written request of, or with the prior written consent of, the Purchaser andany matter undertaken pursuant to Clause 5.8 or paragraph 1.1(g ) or ( h ) of Schedule 3 ( Interim PeriodObligations ) ; ( xiv)any payments made to or on behalf of the Vendor Group in respect of Tax due from the VendorGroup ; ( c)any payments made : ( i)to DB or any of its Affiliates ( directly or through the Vendor Group ) in the ordinary course of businessunder the DB Facilities ( other than the DB Revolving Facilities ) or the interest rate swap agreemententered into in July 2010, but excluding ( for the avoidance of doubt ) exceptional waiver, transactionor monitoring fees and the repayment of any amount of principal ; ( ii)to DB or any of its Affiliates ( directly or through the Vendor Group ) in respect of any payments underthe DB Revolving Facilities, including the repayment of any amount of principal or issuance orrepayment of letters of credit pursuant to the DB Revolving Facilities ; ( iii)to DB or any of its Affiliates ( directly or through the Vendor Group ) pursuant to:(A ) any foreign exchange contracts entered into with any of them;(B ) a counter - indemnity granted by AGH in respect of the DB guarantee given in favour ofDNB in respect of the DNB overdraft facility in connection with the cash pool ( as containedin the Data Room at Q.4.15 and Q.4.16 ) ; or(C ) the interest rate swap agreements entered into pursuant to an ISDA Master Agreement andSchedule dated 17 March 2010 and related confirmation ( as contained in the Data Room atQ.2.13.1, Q.2.13.6, Q.2.13.7, Q.2.13.8, Q.2.13.12, Q.2.13.13 and Q.2.13.14 ) ; ( iv)to Glitnir or any of its Affiliates ( directly or through the Vendor Group ) in respect of any amountsunder the Glitnir Facility currently provided for ( whether as an estimate or an actual amount ) in the2012 Budget or the Approved 2013 Budget, should Completion occur after 31 December 2012 ) ; ( v)to Landsbanki or any of its Affiliates ( directly or through the Vendor Group ) in respect of anyamounts under the Landsbanki Facility currently provided for ( whether as an estimate or an actualamount ) in the 2012 Budget or the Approved 2013 Budget ; and ( vi)in respect of any of the Intra Group Debts to the Vendor Group solely for the purpose of enabling thepayments set out in paragraphs ( c)(i ) to ( v ) of this definition above ; 27 ( d)the payment of : ( i)$592,601 made to Doug Boothe in February 2012, pursuant to the US Long Term Incentive Plan ( ascontained in the Data Room at U.3.2.4 ) ; and ( ii)to the extent Completion occurs after 31 December 2012, an amount equal to Doug Boothe’sentitlement under that plan, in each case pursuant to the US Long Term Incentive Plan ( as contained in the Data Room at U.3.2.4 ) ; ( e)the payment to any Executive Officer under the Special Cash Management Incentive Plan ( which is containedin the Data Room at U.3.3 ) and to Doug Boothe under the US Long Term Incentive Plan ( which is containedin the Data Room at U.3.2.4 ) where there is a requirement by Law to make such payment due to thetermination of such Executive Officer ’s employment ( and where such termination of employment has beenconsented to by the Purchaser pursuant to Schedule 3 ( Interim Period Obligations ) ) ; ( f)the salaries and other remuneration ( including the reimbursement of any out of pocket expenses ) and bonuses, emoluments and other entitlements ( including housing allowance, pension, insurance, home office allowance, schooling fees, payments to assist an Executive Officer with repayments of loans with third parties ) payable orpaid to or for the benefit of any of the Executive Officers in accordance with their current employmentagreements with any Group Company and the Group ’s HR policies relating to benefits applicable to suchExecutive Officers, including on the provision and use of company cars ( but only to the extent such paymentsare in the ordinary course and consistent with past practices ) ; ( g)in relation to DB and its Affiliates only, any payments made or agreed to be made in the ordinary course of theGroup ’s business and on arm ’s length terms other than those of which DB had actual knowledge at the time ofpayment that were made pursuant to agreements entered into or changes to existing agreements made, in eachcase, after the date of this Agreement without the consent of the Purchaser ( if required pursuant to the otherterms of this Agreement ) . For the purposes of this paragraph ( g ), the knowledge of DB shall mean the actualknowledge ( without having made any enquiry ) of Fabrizio Campelli, Philipp von Girsewald, AnthonyWhittemore and David McDiarmid ; ( h)the waiver or release of the Intra - Group Balances pursuant to Clause 5.25(b ) ; and ( i)the payment to the Vendor of the Completion Payable Amount and any Overdue Interest ; has the meaning given in the definition of DB Facilities ; means the restructuring of the Group to take place during the Interim Period, inaccordance with the Pre - Completion Restructuring Paper ; means the paper outlining the restructuring of the Group prior to Completionin the Agreed Form, or as subsequently amended as agreed in writing by the Primary Indirect Interest Holders and thePurchaser ; means DB, Nitrogen and Landsbanki, acting together on a unanimous basis ; 28 means the statement in the Agreed Form contained on a CD - Rom presenting anillustrative Net Working Capital Statement and Completion Statement had Completion occurred on 31 December2011 ; has the meaning given in paragraph 1.1(e)(xix ) of Schedule 3 ; means, with respect to a particular marketed or pipeline product that is divested as acondition of obtaining merger clearances or other approvals to enable the Transaction to be completed, the lower ofthe Budgeted Gross Margin of the Group Product that gives rise to the specific competition law issue that the relevantAuthority seeks to remedy by divestment and the Budgeted Gross Margin of the corresponding Purchaser Product thatgives rise to the specific competition law issue that the relevant Authority seeks to remedy by divestment, regardless asto whether the Group Product or the Purchaser Product is actually divested ; means those properties listed in Schedule 11 ( Properties ) ; has the meaning given in Clause 13.4 ; means the Purchaser Guarantor and each of its Affiliates, including the Group Companies fromCompletion ; means the Purchaser Signing Warranties, the Purchaser Completion Warranties, thePurchaser Guarantor Signing Warranties and the Purchaser Guarantor Completion Warranties ; means all of the Purchaser ’s obligations under this Agreement ; means 31 December 2012 ; means the articles of incorporation and by - laws of the PurchaserGuarantor from time to time ; has the meaning given in Clause 13.2 ; has the meaning given in Clause 13.1 ; means a matter, event, development, change or occurrence ( a ) either alone or in combination that occurs or materialises in the Interim Period and results, or can bereasonably expect to result, in a material adverse effect on business, results of operations or the financial condition ofthe Purchaser Group ( taken as a whole ) provided that no Purchaser Event to the extent it arises out of, in connectionwith or resulting from an External Event shall be deemed to constitute or contribute to a Purchaser Material AdverseEffect ; means a particular marketed or pipeline product, which is owned, marketed, or sold by anymember of the Purchaser Group or from which any member of the Purchaser Group derives revenues from the sale ofsuch product ; has the meaning given in Clause 13.3 ; means fully paid and non - assessable shares of common stock of $ 0.0033 par value in thePurchaser Guarantor ; 29 means Latham & Watkins ( London ) LLP of 99 Bishopsgate, London EC2 M 3XF ; means such account as the Purchaser may notify to the Vendor in writing at least 10Business Days prior to the Completion Date ; means the disclosure letter dated the date hereof, written and delivered by or onbehalf of the Purchaser to the Vendor immediately before the signing of this Agreement ; means all of the final third party due diligence reports ( or, to the extent notavailable at the date of this Agreement, the most recent draft ) prepared for the Purchaser or a member of thePurchaser ’s Group by an adviser to the Purchaser or the Purchaser ’s Group, including : ( a)the legal due diligence report prepared by the Purchaser ’s Solicitors for the Purchaser with respect to theTransaction dated 23 April 2012 ; ( b)the financial due diligence report prepared by PricewaterhouseCoopers LLP for the Purchaser with respect tothe Transaction dated 4 April 2012 ; and ( c)the commercial due diligence report prepared by McKinsey & Company for the Purchaser with respect to theTransaction dated 23 March 2012 ; means a Queen ’s Counsel of at least 15 years call ; means all rights of the Vendor in, to and under the RCF Intra Group Loan Agreement ; means the intra group multicurrency revolving facility agreement dated11 April 2012 between the Vendor and AGH relating to the DB Revolving Facilities ; has the meaning given in paragraph 19.1(a ) of Schedule 5 ( Vendor Warranties ) ; has the meaning given in Clause 4.1(a ) ; means the proportion of any Common Leakage Claim which the amount of reduction to theFinal Cash Consideration caused by a Common Leakage Claim bears to the total amount of the Common LeakageClaim ; means : ( a ) a relief, loss, allowance, credit, deduction, exemption or set off in respect of any Tax or relevant tothe computation of any Income, Profits or Gains ; or ( b ) a right to repayment of Tax, and a reference to the use or set offof a Relief is construed accordingly ; means Deloitte LLP or, if that firm is unable or unwilling to act in any matter referred tothem under this Agreement, an independent firm of internationally recognised chartered accountants to be agreedupon by the Primary Indirect Interest Holders and the Purchaser within five Business Days of a notice by one to theother requiring such agreement or, failing such agreement, to be nominated on the application of either of them by oron behalf of the President for the time being of the Institute of Chartered Accountants in England and Wales ; 30 means, in relation to a party, its Affiliates and its and their respective directors, officers, employees, agents, advisers, accountants, consultants, legal counsel, partners and managers and provided that no party to thisAgreement or its Affiliates shall be treated as a Representative of any other party to this Agreement ; means the restructuring deed entered into on 20 July 2010 between, inter alia, DB, the IndirectEquity Holders and certain members of the Group as amended and restated from time to time ; means the deed of release for the Group with respect to the Restructuring Deed inthe Agreed Form and dated on or about the date of this Agreement ; means the aggregate sales of the Group, calculated in accordance with the practices and policies adopted inthe preparation of the Management Accounts, consistently applied and calculated in accordance with Schedule 12(Contingent Consideration ) ; means the principal amount outstanding under the RCF Intra Group Debt on the datefalling five days before Completion and as notified in writing to the Purchaser by the Vendor and DB ; has the meaning given in Clause 4.4(c ) ; means the U.S. Securities and Exchange Commission ; has the meaning given in paragraph 3.1 of Schedule 13 ( Purchaser Guarantor Warranties ) ; means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgatedthereunder ; has the meaning given in paragraph 7.10 of Schedule 12 ( Contingent Consideration ) ; means the senior facilities agreement between, amongst others, East Hold S.à r.l.(asborrower ) and DB ( as agent, security agent and assigned lender ) dated 14 September 2007 as amended, restated andnovated from time to time ; means the APH4 Shares, the AI Shares and the AS Shares ; has the meaning given in Clause 8.1 ; means all claims in respect of Leakage, where the aggregate of all Leakage claims notifiedbefore the Leakage Termination Date is equal to or less than the reduction of the Final Cash Consideration caused bysuch claims ; means the agreement, in the Agreed Form, to be entered into by the Vendor Group and theIndirect Interest Holders, pursuant to which, subject to and conditional upon Completion having occurred, certainassignments of rights of the Vendor under this Agreement shall occur ; means : ( a)providing customary consistent with the AICPA auditing standards AU 634 ( including customary ) andassistance with the due diligence activities of the Financing Sources consistent with such auditors ’ internalpolicies ; 31 ( b)providing access to work papers or historical audits of the Group and other supporting documents as may bereasonably requested by the Purchaser or the Financing Sources, subject to the agreement of customary holdharmless letters ; ( c)providing reasonable customary assistance to the Purchaser and its Representatives to enable the Purchaser tomake any changes, adjustments or reconciliations necessary to the Group Accounts in order to comply withUS GAAP ; ( d)providing customary consents, if required, to the inclusion of audit reports for the Group in any relevantMarketing Material, registration statements and related government filings ; ( e)providing customary consents to references to the auditor as an expert in any Marketing Material, registrationstatements and related government filings ; and ( f)providing reasonable customary assistance to the Purchaser and its Representatives in connection with anyofficial comment, request or inquiry made by any legal or regulatory body ( including without limitation theSEC ) regarding the Group Accounts