definiens: means any Relief ( including any Right to Repayment ) which has been taken into account in computing ( and therebyreducing ), or in obviating the need for, any provision for Tax in the Completion Accounts, or which is reﬂected or shown as an asset in theCompletion Accounts ; means any act, omission, event, transaction or occurrence and includes, without limitation, the receipt or accrual of any income, proﬁt orgains, the declaration, making or payment of any distribution, any constructive or deemed distribution, becoming, being or ceasing to be amember of any group, ﬁscal unity, consolidation or partnership or associated or connected with any person, death, any winding up or dissolution, any residence or change in residence of any person for Tax purposes, the expiry of any period, the entering into of this Agreement, Completionand the Merger Completion ; means ( i ) any Accounts Relief, ( ii ) any Relief attributable to a period after Completion or arising in respect of any Eventoccurring or deemed to occur after Completion, or ( iii ) any Relief of any member of the Parent ’s Tax Group ( other than the Company ) ; means the Parent and any company or entity which at any relevant time is connected or associated with or in the samegroup of companies or ﬁscal unity or consolidation as the Parent for the purposes of any Tax or Relief, and ‘ member of the Parent ’s Tax Group’shall have a corresponding meaning ; means employer ’s and employee ’s social security and pension contributions or levies and income tax accountable via payroll(including for the avoidance of doubt,,, and ), and any similar Tax, contributions or levies in any jurisdiction, together with allpenalties, ﬁnes, charges, surcharges and interest relating to any of the foregoing, or resulting from a failure to comply with the provisions of anyenactment relating to any Payroll Tax within this deﬁnition, including in connection with the failure to make any return, the making of anyincomplete or incorrect return, or the failure to maintain records ; means any Tax Claim which relates to Payroll Tax arising in connection with any of the Sellers ; 68 means any relief, loss, allowance, claim, credit, deduction, exemption or set - oﬀ in respect of Tax or relevant to the computation of Tax orany income, proﬁts or gains for the purposes of Tax, or any Right to Repayment, including any amount payable by a Tax Authority as a result ofany R&D Claim, and : ( a)any reference to the ‘ use or set - off ’ of a Relief shall be construed accordingly and shall include use or set - off in part ; ( b)references to the ‘ loss ’ of a Relief ( including the loss of any Accounts Relief, and any other deﬁned Relief ) shall include the loss, non - availability, non - existence, reduction, counteraction, disallowance, clawback, cancellation or failure to obtain such Relief, and shall alsoinclude such Relief being available only in a reduced amount, and ‘ lose ’ and ‘ lost ’ shall be construed accordingly ; means any right to a repayment of Tax or a payment in respect of Tax and includes any repayment supplement or interestin respect thereof ; means any claim for relief for expenditure incurred on research and development ; means a payment received by the Company from a Tax Authority in respect of an R&D Claim ; or means all forms of direct and indirect tax, duty, levy, charge, contribution, rate, tariﬀ and impost whether of the Republic ofAustria or any political subdivision thereof or any other jurisdiction and any other amount payable to any Tax Authority ( including, for theavoidance of doubt, social security contributions or levies and including, for the avoidance of doubt, pension contributions whether payable to aTax Authority or otherwise payable in connection with any pension scheme or arrangement ), all related withholdings or deductions and allpenalties, ﬁnes, charges, surcharges and interest relating to any of the foregoing or resulting from a failure to comply with the provisions of anyenactment relating to any Taxation within this deﬁnition, including in connection with the failure to make any return, the making of any incompleteor incorrect return, or the failure to maintain records ; means the Austrian Federal Ministry of Finance ( Bundesministerium für Finanzen ), HM Revenue & Customs of the UnitedKingdom and any other authority, body or oﬃcial competent to assess, demand, impose, administer or collect Tax or make any decision or rulingon any matter relating to Tax and any other person who has a right to demand or recover amounts of, or in respect of, or on account of, Tax or aTax Liability ; means any notice, demand, assessment, self - assessment, letter or other document or action taken by or on behalf of any TaxAuthority from which it appears that there is or may be a Tax Liability or other liability in respect of which a Tax Claim may be made for which theSellers are or may be liable ; has the meaning given in paragraph 4.1 of part 3 of this Schedule ; means : ( a)any liability to make an actual payment or increased payment of, or in respect of, or on account of, Tax ( whether or not presentlypayable ), in which case the amount of the Tax Liability shall be the amount of the actual payment or the increase in the amount of thepayment ; 69 ( b)the loss ( in whole or in part ) of any Accounts Relief ( other than a Right to Repayment, and otherwise than by way of use or set - oﬀ ), inwhich case the amount of the Tax Liability shall be the Tax which would have been saved by the Company but for such loss, the amountof such Tax being calculated on the basis of the relevant rates of Tax current at Completion and on the assumption that the Companyhas suﬃcient proﬁts fully to utilise the relevant Accounts Relief and that the Accounts Relief is used in priority to any other Reliefavailable to the Company or, where the Accounts Relief in question would not have operated as a deduction from gross income, proﬁtsor gains, the amount of the Relief which would otherwise have been obtained or the amount by which such Relief is reduced, as thecase may be ; ( c)the loss ( in whole or in part ) of any Accounts Relief which is a Right to Repayment, in which case the amount of the Tax Liability is theamount of the Right to Repayment ; and ( d)the use or set - oﬀ ( in whole or in part ) of any Parent ’s Relief to reduce or eliminate any liability to make an actual payment of Tax inrespect of which, but for such use or set - oﬀ, the Sellers would have been liable in respect of a Tax Claim, in which case the amount ofthe Tax Liability shall be the amount for which the Sellers would have been liable but for such use or set - off ; and in each case regardless of whether there is or may be any right of reimbursement or recovery against any other person