definiens: means any Relief ( including any Right to Repaymen t ) which has been taken into account in computing ( and thereby reducing ), or in obviating t he need for, any provision for Tax in the Closing A ccounts, or which is reflected or shown as an asset in the C losing Accounts ; means ( i ) any Accounts Relief, ( ii ) any Relief of the Company attributable to a period after Closing or arising as a result of any Event occurri ng or deemed to occur after Closing, or ( iii ) any R elief of any member of the Buyer ’s Tax Group ( other than the Com pany ) ; means the Buyer and any company or entity which a t any relevant time is connected or associated with or in the same group of companies o r fiscal unity or consolidation as the Buyer for th e purposes of any Tax or Relief, and ‘ member of the Buyer ’s Ta x Group ’ shall have a corresponding meaning ; means the Criminal Finances Act 2017 ; means the Corporation Tax Act 2009 ; means the Corporation Tax Act 2010 ; means any act, omission, event, occurrence or tra nsaction and without limitation, the receipt or acc rual of any income, profit or gains, the declaration, ma king or payment of any distribution, becoming, bein g or ceasing to be a member of any group, fiscal unity, consolid ation or partnership or connected or associated wit h any person, death, any winding up or dissolution, any residence or change in residence of any person for Tax purpo ses, the expiry of any period, the entering into of this Agr eement and Closing ; means any Relief eligible for surrender or alloca tion between members of a group for any Tax purpose, including any loss, allowance or other amo unt surrenderable by way of group relief under Part 5 of CTA 2010, any advance corporation tax eligible for surr ender under section 240 Income and Corporation Taxe s Act 1988 ( prior to amendment by Finance Act 1998 ), any surplus shadow advance corporation tax eligible for allocation under regulation 13 of the Corporation T ax ( Treatment of Unrelieved Surplus ACT ) Regulation s 1999 ( SI 1999/358 ), any eligible unrelieved foreign tax available for surrender under the Double Taxation R elief ( Surrender of Relievable Tax Within a Group ) Regula tions 2001 ( SI 2001/1163 ) or any refund of Tax elig ible for surrender under Chapter 4 of Part 22 of CTA 2010 ; 66 |US - DOCS\117790358.20|| EXECUTION VERSION means HM Revenue & Customs ; means the Income Tax Act 2007 ; means the Income Tax ( Earnings and Pensions ) Act 2003 ; means ( applying the accounting policies, principl es and practices adopted in relation to the preparation of the Closing Accounts ) the amount by which any provision for Tax in the Closing Accounts, is overstated, but disregarding any overstatement to t he extent that it arises as a result of : A.a change in legislation or a change in the publis he d practice of any Tax Authority or in the rates o f Tax, in each case which is announced and coming into force after the date of Closing ; B.any change after Closing of any accounting policy, method or basis of the Company or the date to whi ch the Company makes up its accounts ; C.a voluntary act of any member of the Buyer ’s Tax Group ( other than the Company ) ; or D.the use or set - off of a Buyer ’s Relief