definiens: means a Relief, the availability of which has been shown as an asset in the Net Working CapitalAmount or otherwise included or taken into account in the computation of the Net Working Capital Amount ; means a liability of a Group Company to make an actual payment of Tax or a payment onaccount of Tax to a Tax Authority ; means : ( a)the loss of or failure to obtain an Accounts Relief ; or ( b)the use or set off of a Purchaser ’s Relief in circumstances where, but for the use or set off, a Group Companywould have had an Actual Tax Liability in respect of which the Vendor would have had a liability under thisSchedule 9 ( Tax Covenant ) ; means : ( a)the issue of a notice, demand, assessment, letter or other document by or on behalf of any Tax Authority ; ( b)the taking of any other action by or on behalf of a Tax Authority ( including the imposition, or a documentreferring to the possible imposition, of a withholding of or on account of Tax ) ; or ( c)the preparation or submission to a Tax Authority of a notice, return, assessment, letter or other document bythe Purchaser, a Group Company or another person, from which it appears that a Tax Liability may be incurred by or may be imposed on a Group Company ; means a transaction, act, event, circumstance, state of affairs or omission ; means income, profits, gains or any other standard or measure for the purposes of any Taxand : ( a)references to Income, Profits or Gains earned, accrued or received on or before a particular date ( including theCompletion Date ) shall include Income, Profits or Gains deemed or treated for Tax purposes as earned, accrued or received on or before that date ; and ( b)references to Income, Profits or Gains earned, accrued or received by any person shall include Income, Profitsor Gains deemed or treated for Tax purposes as earned, accrued or received by such person ; has the meaning given in paragraph 6.1 of this Schedule 9 ( Tax Covenant ) ; 156 means a Relief which arises to a Group Company : ( a)as a consequence of an Event occurring ( or being treated for Tax purposes as occurring ) after Completion ; or ( b)by reference to any Income, Profits or Gains earned, accrued or received after Completion ; means : ( a)any Accounts Relief ; ( b)any Post - Completion Relief ; or ( c)any Relief arising to any member of the Purchaser ’s Group ( other than a Group Company ) ; means the Purchaser and each other company which at Completion, after Completion or atany time prior to the Completion Date, are or for a Tax purpose are treated as being members of the Purchaser ’s Group, or otherwise connected or associated in any way with, the Purchaser for Tax purposes, provided that the definition of shall only include the Group Companies after Completion ; means this Agreement, the Vendor ’s Updated Disclosure Letter, the Purchaser ’s DisclosureLetter, the Adjustment Escrow Agreement, the Warranty Escrow Agreement, the Interim Covenant Escrow Agreementand the Contingent Consideration Escrow Agreement ; has the meaning given in paragraph 5.1 of this Schedule 9 ( Tax Covenant ) ; means an Actual Tax Liability or a Deemed Tax Liability ; has the meaning given in paragraph 9.1 of this Schedule 9 ( Tax Covenant ) ; has the meaning given in paragraph 5.1(b ) of this Schedule 9 ( Tax Covenant ) ; and means the Vendor and each other company which at Completion, after Completion or at anytime prior to the Completion Date, are or for a Tax purpose are treated as being members of the Vendor ’s group, orotherwise connected or associated in any way with, the Vendor