definiens: means HMRC and any other authority, body or offic ial ( whether in the United Kingdom or elsewhere ) competent to assess, demand, impose, adm inister or collect Tax or make any decision or ruli ng on any matter relating to Tax or to demand or recover amou nts of, or on account of, or in respect of, Tax or a Tax Liability ; has the meaning given in paragraph 7.1 of part 3 of this Schedule ; means any notice, demand, self - assessment, assess ment, letter or other document or action taken by or on behalf of any Tax Authority from which it appears that there is or may be ( i ) a Tax Liability or other liability in respect of which a Tax Claim may be ma de, or ( ii ) a Tax Liability in respect of which a c laim may be made under clause 11.7(a ), in each case, for which the Seller is or may be liable ; means : ( a ) any liability to make an actual payment or i ncreased payment of, or in respect of, or on accoun t of, Tax ( whether or not presently payable ), in which case the amount of the Tax Liability shall be the amount of the actua l payment or the increase in the amount of the payment ; ( b ) the loss ( in whole or in part ) of any Accoun ts Relief ( other than a Right to Repayment and othe rwise than by way of sue or set - off ), in which case the amount of the Ta x Liability shall be the Tax which would have been saved by the Company but for such loss, the amount of such T ax being calculated on the basis of the relevant ra tes of Tax current at Closing and on the assumption that the C ompany has sufficient profits fully to utilise the relevant Accounts Relief or, where the Accounts Relief in qu estion would not have operated as a deduction from gross income, profits or gains, the amount of the Relief which would otherwise have been obtained or the amo unt by which such Relief is reduced, as the case may be ; ( c ) the loss ( in whole or in part ) of any Accoun ts Relief which is a Right to Repayment, in which c ase the amount of the Tax Liability is the amount of the Right to Repayme nt ; and ( d ) the use or set - off ( in whole or in part ) of any Buyer ’s Relief to reduce or eliminate any liabi lity to make an actual payment of Tax in respect of which, but for such us e or set - off, the Buyer would have been entitled to make a claim under paragraph 1 of Part 3 of this Schedule, in which case the amount of the Tax Liability shal l be the amount for which the Seller would have been liable but for such use or set - off ; ( e ) any liability of the Company to make a payme nt for or refund of a payment for Group Relief or f or or in connection with the entering into of a joint election pursuant to the 68 |US - DOCS\117790358.20|| EXECUTION VERSION provisions of section 171A TCGA or paragraph 66 of schedule 29 Finance Act 2002 or, for accounting per iods ending on or after 1 April 2009, section 792 CTA 20 09 or in connection with claims pursuant to paragra phs 56 or 57 of schedule 29 Finance Act 2002 / sections 777 or 778 CTA 2009 in any case pursuant to any arrangemen t or agreement entered into on or before Closing in whic h case the amount of the Tax Liability shall be the amount of the payment or refund ; and ( f ) any liability of the Company to make a payme nt or repayment in respect of VAT ( including input tax as defined in section 24 VATA ) to a member of a group ( as defined for the purposes of section 43 VATA ) of which the Company was a member prior to Closing in which case the amo unt of the Tax Liability shall be the amount of the payment or repayment ; PROVIDED THAT payment will be made whether or not t he Buyer or the Company is or may be entitled to cl aim reimbursement of the Tax Liability from any person ; means the Taxation of Chargeable Gains Act 1992 ; and means the Taxation ( International and Other Provi sions ) Act 2010