definiens: means the transitional services agreement between theparties thereto dated the date of this Agreement ; has the meaning given in Schedule 4 ; means any costs, fees, expenses, losses ordamages incurred or suffered by any Group Company or any payment due from any GroupCompany in connection with the ( i ) implementing the Restructuring ( ii ) effecting the Novations or(iii ) completing the JV Interest Purchase Agreements, in each case, that remain unpaid as of theRelevant Time less any Service Tax chargeable in respect of the matters giving rise to suchamounts which is recoverable ( whether by way of credit or refund and whether by a GroupCompany or by any member of its fiscal group ) but only to the extent such amounts are actuallyrecovered ; means any professional services fees, costs orexpenses incurred or suffered by any Group Company in connection with the consideration, review, pursuit, negotiation, execution and/or performance of this Agreement and the transactionscontemplated by this Agreement, in each case, that remain unpaid as of the Relevant Time lessany Service Tax chargeable in respect of the matters giving rise to such amounts which isrecoverable ( whether by way of credit or refund and whether by a Group Company or by anymember of its fiscal group ) but only to the extent such amounts are actually recovered ; means an audit performed under generally accepted auditing standards in theUnited States of America, in accordance with generally accepted accounting principles in theUnited States of America, of the PCFS for a period or periods reasonably in advance ofCompletion ; and updated to the date of Completion ; * * * or means United States Dollars, the lawful currency of the United States ofAmerica ; * * * has the meaning set out in Clause 3.13 ; has the meaning given in Schedule 4 ; and means pounds sterling, the lawful currency of the United Kingdom