definiens: Unless specified to the contrary, references to and any person against any circumstance means indemnifying and holding that pe rson harmless on an after - Tax basis and : 1.12.1 references to the Purchaser indemnifying each membe r of the Seller ’s Group shall constitute undertakings by the Purchaser to the Seller for its elf and on behalf of each other member of the Seller ’s Group ; 1.12.2 references to the Seller indemnifying each member o f the Purchaser ’s Group shall constitute undertakings by the Seller to the Purchaser for its elf and on behalf of each other member of the Purchaser ’s Group ; 1.12.3 to the extent that the obligation to indemnify rela tes to the Shares ( including any Flu Group Companies ) or other assets or liabilities transferr ed by a Share Seller or a Business Seller ( as the case may be ) to a member of the Purchaser ’s Group p ursuant to this Agreement, references to the Seller indemnifying the Purchaser and reference s to the Seller indemnifying the Purchaser or any member of the Purchaser ’s Group shall consti tute undertakings by the Seller, to indemnify or procure that the relevant Share Seller or relevant Business Seller indemnify the relevant purchaser of the Shares or of the assets o r liabilities transferred by that Business Seller ( as the case may be ), and references to the Purchas er indemnifying the Seller and references to the Purchaser indemnifying the Seller and each memb er of the Seller ’s Group shall constitute undertakings by the 23 Purchaser to indemnify or procure that the relevant purchaser of the Shares or of the assets or liabilities transferred ( as the case may be ) indemn ify the relevant member of the Seller ’s Group ; and 1.12.4 where under the terms of this Agreement one party i s liable to indemnify or reimburse another party in respect of any costs, charges or expenses, the payment shall include an amount equal to any VAT thereon not otherwise recoverable by the ot her party or any member of any group or consolidation of which it forms part for VAT purpos es, subject to that party using reasonable endeavours to recover or to procure recovery of suc h amount of VAT as may be practicable