definiens: and a mean a holding company and subsidiary as defined in section 1159 of the Companies Act 2006 and a company shall be treated, for the purposes only of the membership requirement contained in subsections 1159(1)(b ) and ( c ) of the Companies Act 2006, as a member of another company even if its shares in that other company are registered in the name of ( i ) another Person ( or its nominee ), wh ether by way of security or in connection with the taking of sec urity, or ( ii ) its nominee ; E.a means a subsidiary undertaking as defined in sect ion 1162 of the Companies Act 2006 and a company shall be treated, for the purposes only o f the membership requirement contained in subsectio ns 1162(2)(b ) and ( d ) of the Companies Act 2006, as a member of another company even if its shares in tha t other company are registered in the name of ( i ) another P erson ( or its nominee ), whether by way of security or in connection with the taking of security, or ( ii ) its nominee ; F.the expressions, and shall have the meaning given in the Companies Act 2006 ; G.a Person shall be treated as being connected with another if that Person is connected with another w ithin the meaning of sections 1122 and 1123 CTA 2010 ; H.any question as to whether a Person another ( including for the purposes of the defini tion of ) shall be determined in accordance with the provisions of section 1124 CTA 2010 ( and shall be construed accordingly ) ; I.references to writing shall include any modes of reproducing words in a legible and non - transitory f orm, and accordingly shall exclude e - mail and other transitory modes ; J.references to times of day are to London time ; 20 K.any reference to a ( including within the phrase ) shall mean a period of twenty four ( 24 ) hours running from midnight to midnight ; L.references to, th e knowledge, information, belief or awareness of th e Seller or any similar expression shall be construed as a reference to the actual knowledge, awareness, information or belief as at the Effective Date of Gus Attridge, Peter Gibb, Lorrain e Hill, Shivani Singh and Kurt Drieselmann, in each case having made due and reasonable enquiry of their dir ect reports ; M.references to the knowledge, information, belief or awareness of the Purchaser or any similar expression shall be construed as a referenc e to the actual knowledge, awareness, information o r belief as at the Effective Date of David Bayles, in each case having made due and reasonable enquiry of their di rect reports ; N.unless the context otherwise requires, where any provision of this Agreement or any Schedule or Atta chment to it is qualified or phrased by reference to materiality, s uch reference shall, unless specified to the contra ry, be construed as a reference to materiality in the context of the Commercialisation Business, taken as a whole ; O.references to any English legal term for any acti on, remedy, method of judicial proceeding, legal do cument, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be treated as including what most nearly approximates in that jur isdiction to the English legal term ; P.references in any Warranty to any monetary sum ex pressed in Euros shall, where such sum is referable in whole or in part to a particular jurisdiction, be deemed to be a ref erence to an equivalent amount in the local currenc y of that jurisdiction translated at the Exchange Rate ; Q.the rule known as the ejusdem generis rule shall not apply, and accordingly, general wor ds introduced by the word shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicat ing a particular class of acts, matters or things ; R.the use of the words or sh all be deemed to say also ; and S.general words shall not be given a restrictive me aning by reason of the fact that are followed by pa rticular examples intended to be embraced by the general words ; T.any indemnity or covenant to pay ( the ) being given on an or e xpressed to be means that the a mount payable pursuant to such Payment Obligation ( the ) shall be calculated in such a manner as will ensure that, after taking into account : i.the amount of any withholding Tax which must be d educted from the Payment by law and any Tax which b ecomes payable by the recipient of the Payment ( or a member of the Aspen Group or the Purchaser ’s Group, as the case may be ) as a result of the Payment being subject to Tax in the hands of that Person ; and ii.the amount and timing of any Tax benefit which i s obtained by the recipient of the Payment ( or a me mber of the Aspen Group or the Purchaser ’s Group, as the case 21 may be ) to the extent that such Tax benefit is attr ibutable to the matter giving rise to the Payment O bligation or to the receipt of the Payment, U.which amount and timing is to be determined by th e auditors of the recipient at the shared expense o f the Seller and the Purchaser and is to be certified as such to the Par ty making the Payment, the recipient of the Payment is in no better and no worse Tax position as that in which i t would have been if the matter giving rise to the Payment Obligation had not occurred ; V.unless specified to the contrary, references to and any Person against an y circumstance include indemnifying and holding that Person harmle ss on an after - Tax basis and : i.the provisions of Clause 30 shall apply to such i ndemnification ; ii.references to the Purchaser indemnifying each me mber of the Aspen Group shall constitute undertakin gs by the Purchaser to the Seller for itself and on behalf of each othe r member of the Aspen Group ; and iii.references to the Seller indemnifying each memb er of the Purchaser ’s Group shall constitute undert akings by the Seller to the Purchaser for itself and on behalf of each o ther member of the Purchaser ’s Group ; W.other than in Clause 35 of this Agreement, refere nces to and/or incurred by a Per son shall not include any amount in respect of such costs or expenses for which either that Person or any member of its Grou p for the purposes of any VAT is entitled to credit or repaym ent ; and X.where any provision is qualified or phrased by re ference to the, that reference shall be construed as meaning the customary and usual course of trading for the business of the Commercialisati on Business during the twelve ( 12 ) months prior to the Effective Date