definiens: means any period by reference to which any income, profits or gains, or any other amountsrelevant for the purposes of Tax, are measured or determined ; means a liability of any of the Companies to make or suffer an actual payment of Tax ( oran amount in respect of Tax ) ; means all reasonable costs and expenses properly incurred by Purchaser and/or any of the Companies inconnection with or in consequence of any claim under this Tax Covenant ( including without limitation any reasonablecosts or expenses incurred in appealing or defending any tax liability in accordance with Section 8.9 of theAgreement ) ; means the Company and Company Subsidiaries ; means ( a)the loss of any Relief falling within paragraph ( a ) of the definition of Purchaser ’s Relief ; or ( b)the use or set off of any Purchaser ’s Relief in circumstances where, but for such use or set off, theCompanies and/or relevant member of Purchaser ’s Group would have had a liability in respect of whichPurchaser would have been able to make a claim against the Sellers under this Exhibit, and, where paragraph ( a ) or ( b ) above applies, the amount that is to be treated for the purposes of this Exhibit asa Tax Liability of the Companies and/or relevant member of Purchaser ’s Group shall be determined as follows : ( i)where the Relief that is the subject of the loss or which is used or set off is a deduction from or offsetagainst Tax, the Tax Liability shall be the amount of that Relief so lost, used or set off ; ( ii)where the Relief that is the subject of the loss or which is used or set off is a deduction from or offsetagainst income, profits or gains, the Tax Liability shall be, in the case of a Relief which is used or setoff, the amount of Tax saved thereby and, in the case of a Relief which is lost, the amount of Taxwhich but for such loss would have been saved by virtue of the Relief so lost, ignoring for thispurpose the effect of Reliefs ( other than deductions in computing profits for the purpose of Tax)arising in respect of an Event occurring or period ending after Closing ; and ( iii)where the Relief that is the subject of the loss or setting off is a repayment of Tax, the Tax Liabilityshall be the amount of the repayment that would have been obtained but for the loss, use or settingoff ; G-7 includes ( without limitation ) any event, act, transaction ( including, without limitation, the execution, andClosing under, the Agreement ), payment, action, circumstance, dealing, expiry of any time period, default, omissionor occurrence of any nature whatsoever and whether or not any of the Companies or Purchaser is a party to it, andalso the death or the winding up or dissolution of any person, any change in residence of a person for the purposes ofany Tax, any failure to take action which would have prevented or avoided an apportionment or deemed distribution ofincome ( regardless of whether any action taken after Closing could have prevented or avoided the apportionment ordeemed distribution ), any of the Companies becoming or ceasing to be associated or connected with any person forthe purposes of any Tax, and in any one or more such case whether alone or in any combination and any reference toan Event occurring on or before a particular date shall include Events which for Tax purposes are deemed to have, orare treated or regarded as having, occurred on or before that date ; means income, profit, gains and any other consideration, value, receipt or measureby reference to which Tax is chargeable or assessed ; means any ( i ) Tax Liability and/or ( ii ) liability to Tax ( or amounts in respect of Tax)of any of the Companies and/or any member of Purchaser ’s Group, arising as a result of or in connection with anyliability to operate PAYE or make similar deductions or to deduct or account for national insurance contributions orsimilar Taxes ( including in each case interest and penalties thereon ) ; means Purchaser and any other company or companies which either are or become afterClosing, or have within the six ( 6 ) years ending at Closing been, treated as members of the same group as, orotherwise connected or associated in any way with, Purchaser for any Tax purpose ( including, after Closing, theCompanies ) ; means : ( a)any Relief arising to any of the Companies in respect of an Event occurring or period ending on or beforeClosing which was taken into account in computing the provision for deferred Tax in the Reviewed ClosingBalance Sheet or in eliminating such provision, or was included as an asset or otherwise taken into accountin calculating an asset in the Reviewed Closing Balance Sheet ; ( b)any Relief arising to the Companies in respect of an Event occurring or period ending after Closing ; and ( c)any Relief arising to any member of Purchaser ’s Group ( other than the Companies ) ; G-8 includes, unless the context otherwise requires, any allowance, credit, deduction, exemption or set - off inrespect of any Tax or relevant to the computation of any income, profits or gains for the purposes of any Tax, or anyrepayment of or saving of Tax ( including any repayment supplement or interest in respect of Tax ), and : ( a)any reference to the or of Relief shall be construed accordingly and shall include use or setoff in part ; and ( b)any reference to the of a Relief shall include the absence, non - existence or cancellation of any suchRelief, or to such Relief being available only in a reduced amount ; means any supporting documentation and/or calculations in connection with anyR&D Claim, including for the avoidance of doubt, details of qualifying R&D expenditure in relation to the relevantaccounting period namely relevant staff time sheets, R&D overhead costs together with method of apportionment andsubcontractor costs ; or includes, without limitation, ( a ) taxes on gross or net income, profits and gains ( includingwithout limitation amounts equivalent to or in respect of income tax required to be deducted or withheld from oraccounted for in respect of any payment ), and ( b ) all other taxes, levies, duties, imposts, charges and withholdings ofany nature, including any excise, property, state, federal, value added, sales, use, occupation, transfer, franchise andpayroll taxes and any national insurance or social security contributions, and any payment whatsoever which therelevant person may be or become bound to make to any person as a result of the discharge by that person of anytax which the relevant person has failed to discharge, together with all penalties, charges and interest relating to anyof the foregoing or to any late or incorrect return in respect of any of them, and regardless of whether such taxes, levies, duties, imposts, charges, withholdings, penalties and interest are chargeable directly or primarily against orattributable directly or primarily to the relevant person or any other person and whether any amount in respect of themis recoverable from any other person ; means any Taxing or other authority competent to impose any Tax Liability, or assess or collectany Tax ; means the issue of any notice, demand, assessment, letter or other document by or on behalf ofany Tax Authority or the imposition of any withholding of or on account of Tax, from which it appears that a liabilityhas been incurred by or will be imposed on any of the Companies, being a liability which could give rise to a liabilityfor the Sellers under this Tax Covenant ; means Tax Returns, claims and other documents relating to any of the Companies ; means an Actual Tax Liability or a Deemed Tax Liability ; means any return required to be made to any Tax Authority of income, profits or gains or of anyother amounts or information relevant for the purposes of Tax, including any related accounts, computations andattachments ; G-9 means the latest date on which a Tax Document can be executed or delivered to a relevant TaxAuthority either without incurring interest or a penalty, or in order to ensure that such Tax Document is effective ; and means value added tax and any similar sales or turnover tax ( including interest and penalties thereon )