definiens: means absence, failure to obtain, non - existence, non - availability, reduction, nullification, disallowance or claw - back for whatever reason ; means the amount by which any provision for Tax ( other than deferred tax ) in the Completion Accounts is overstated or anyright to repayment of Tax is understated in the Completion Accounts, except to the extent that such overstatement or understatement arises as aresult of:(a ) any change in the law of Tax ( other than a change targeted speciﬁcally at countering a tax avoidance scheme to which an Acquired GroupCompany has been party before Completion ) announced and coming into force after Completion ( whether relating to rates of Tax orotherwise ) or any change in or withdrawal of any extra - statutory concession previously made by a Tax Authority ( in each case whether ornot the change or withdrawal purports to be effective retrospectively in whole or in part);(b ) a voluntary act, transaction or omission after Completion of the relevant Acquired Group Company outside the ordinary course of itsbusiness ( as such business was carried on at Completion ) or the Purchaser ; or(c ) the use or set off after Completion of:(i ) any Purchaser 's Relief ; or(ii ) any Relief which has been taken into account in computing and reducing the liability of the Vendor under the Tax Warranties or thisSchedule ; means:(a ) any Accounts Relief;(b ) any Relief which arises in connection with any Event occurring after Completion ; and(c ) any Relief whenever arising, of the Purchaser or any member of the Purchaser 's Tax Group other than the Group ; includes any loss, relief, allowance, credit, exemption or set oﬀ in respect of Tax or any deduction in computing income, proﬁts or gainsfor any Tax purpose and any right to a repayment of Tax or to a payment in respect of Tax;CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [ * * * ], HAS BEEN OMITTED BECAUSE IT ISNOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED