definiens: means ( a ) any Relief ( including the right to a repayment of Tax shown as an asset in theAccounts ; and ( b ) any Relief taken into account in computing ( and so reducing or eliminating ) any provision for deferred Taxin the Accounts ; means : ( a ) any Accounts Relief ; ( b ) any relief arising to [COMPANY] Limited in connectionwith any Event occurring after Closing ; and ( c ) any relief, whenever arising, of the Buyer or any member of the Buyer 's TaxGroup other than [COMPANY] Limited ; the Buyer and any other company or companies that are from time to time treated asmembers of the same Group as, or otherwise connected or associated in any way with, the Buyer for any Tax purpose(excluding for periods on or before Closing [COMPANY] Limited ) ; includes ( without limitation ), the expiry of a period of time, [COMPANY] Limited becoming orceasing to be associated with any other person for any Tax purpose or ceasing to be or becoming resident in any country forany Tax purpose, the death, winding up or dissolution of any person, the earning, receipt or accrual for any Tax purpose ofany income, profit or gains, the incurring of any loss or expenditure, and any transaction ( including the execution andcompletion of this Schedule ), event, act or omission whatsoever, and any reference to an Event occurring on or before aparticular date shall include Events that, for Tax purposes, are deemed to have, or are treated or regarded as having, occurred on or before that date ; in relation to a company, that company, any subsidiary or any holding company from time to time ofthat company, and any subsidiary from time to time of a holding company of that company . Each company in a Group is a ; ( a ) any liability of [COMPANY] Limited to make an actual payment of Tax whether or not the same is primarilypayable by [COMPANY] Limited and whether or not [COMPANY] Limited has, or may have, any right of reimbursementagainst any other person, in which case, the amount of the Liability for Tax will be the amount of the actual payment;(b ) the loss of or failure to obtain, for any reason, any Accounts Relief, in which case, the amount of the Liabilityfor Tax will be the amount of the repayment;(c ) the use or setting off of any Buyer 's Relief in circumstances where, but for such set off or use, [COMPANY] Limited would have had a liability to make a payment of or in respect of Tax for which the Buyer would havebeen able to make a claim against the Seller under this Tax Covenant, in which case, the amount of the Liability for Tax willbe the amount of Tax for which the Seller would have been liable but for the setting off or use