definiens: shall have the meaning given in section 1161 of t he Companies Act save that for the purposes of this Agreement, an undertaking shall include a limited l iability partnership ; d.any reference to the parties or a recital, clause or schedule is to the parties ( and permitted assig nees ) or the relevant recital, clause or schedule of or to this Agreement ; e.any reference in a schedule to a part or a paragr aph is to a part or a paragraph of that schedule or, where relevant, to a paragraph of that part of that schedule ; f.any reference to warranties qualified by the expr ession ( or any similar expression ) are deemed to be given only on the basis of the knowled ge of Charles Berkman, Tavo Espinoza, Todd Pettingi ll and each Senior Manager as of the date of this Agreemen t in respect of the aspects of the business of the Company for which they are respectively responsible ; g.any reference to a includes an individual, firm, partnership, body c orporate, corporation, association, organisation, government, state, foundation and tru st, in each case whether or not having separate leg al personality ; h.any reference to a company ’s shall mean its annual accounts and reports within the meaning of section 471 of the Companies Act and shall include the note s to those accounts ; i. shall be construed in accordance with section 390 of the Companies Act ; j. and shall have the respective meanings given in secti on 1161(5 ) and section 1162 of the Companies Act, save that for th e purposes of this Agreement, an undertaking shall be treated as a member of another undertaking if any of the Sa le Shares in that other undertaking are registered in the name of another person ( or its nominee ) as security ( or in connection with the taking of security ) from the first undertaking or any of that first undertaking ’s subs idiary undertakings ; k. means ; 11 7153497 v5 |US - DOCS\117790358.20|| EXECUTION VERSION l.any reference to an English legal term or concept, or to a United Kingdom Tax term, concept or provi sion, or any court, official, governmental or administrative authority or agency in England ( or the United Kingdom, as the case may be ), includes in respect of any jurisdiction other than England a reference to whatever most closely a pproximates to it in that jurisdiction ; m.the clause, schedule and paragraph headings are i ncluded for convenience only and shall not affect t he interpretation of this Agreement ; n.the schedules and recitals form part of this Agre ement and shall have effect as if set out in full i n the body of this Agreement and any reference to this Agreement inclu des the schedules and recitals ; o.any reference in this Agreement to a document bei ng means a document in a form agreed by the parties before the signing of this Agreement and ei ther entered into on the date of this Agreement by the relevant parties or initialled by the parties ( or on their b ehalf ) and where that document is not entered into on the date of this Agreement, with such amendments as the parties may subsequently agree ; p.the words,,,, and any similar words shall not limit the general effect of words that precede or follow them and the ejusdem generis rule shall not apply ; q.any references to, or are references to the lawful currency from time t o time of the United States of America ; r.any sum in any currency which is required to be c onstrued, for the purposes of this Agreement, as a sum in any other currency ( for example, in construing for the purpos es of Schedule 6 the amount of a Warranty Claim whi ch is not denominated in US dollars ) shall, unless expressly stated otherwise, be regarded as converted into tha t other currency at the Exchange Rate on the date of this A greement . ; and s.any Warranty which refers to the awareness, knowl edge or belief of the Seller, or analogous expressi on, shall be deemed to include an additional statement that it has been made after due and careful enquiry of the Seller ’s directors and all such other people of whom the Seller may reason ably be expected to make enquiries, given the subje ct matter of the relevant provision