definiens: within the meaning of Section 61(a)(12 ) of the I.R.C. and any similar provision of applicableTax Law, in any jurisdiction in connection with the Transaction to the extent the Tax Liability arises inrespect of or by reference to any Income, Profits or Gains earned, accrued or received by the relevant GroupCompany on or before Completion ; and ( d)all costs reasonably incurred by the Purchaser or a Group Company in connection with : ( i)a Tax Liability of the kind referred to in paragraphs 1.1(a ), ( b ) or ( c ) or any Demand therefor in respectof which a successful claim is made by the Purchaser under this Schedule 9 ( Tax Covenant ) ; or ( ii)successfully taking or defending any action under this Schedule 9 ( Tax Covenant),provided that where the liability in question relates to a Group Company which was not a wholly owned subsidiary ofthe Vendor immediately before Completion, the amount payable by the Vendor to the Purchaser under paragraphs1.1(a ) to ( c ) shall be reduced proportionately to reflect the percentage of the relevant Group Company owned ( directlyor indirectly ) by the Vendor immediately before Completion