definiens: means the Inheritance Tax Act 1984 ; means the Income Tax ( Earnings and Pensions ) Act 2003 ; means:(a ) any liability of an Acquired Group Company to make an actual payment of or in respect of Tax whether or not the same is primarily payableby that Acquired Group Company and whether or not that Acquired Group Company has or may have any right of reimbursement againstany other person, in which case the amount of the Liability for Taxation shall be the amount of the actual payment;(b ) the Loss of all or any part of an Accounts Relief within paragraph ( a ) of the deﬁnition of that term, in which case the amount of the Liabilityfor Taxation will be the amount of Tax which would ( on the basis of Tax rates current at the date of the Completion Accounts ) have beensaved but for such Loss, on the assumption that there are suﬃcient proﬁts against which to set the Accounts Relief, or where the Relief isthe right to repayment of Tax or to a payment in respect of Tax, the amount of the repayment or payment to the extent that it has beenLost;(c ) the Loss of all or part of an Accounts Relief within paragraph ( b ) of the deﬁnition of that term, in which case the amount of the Liability forTaxation shall be equal to the amount of the reduction that there would have been in the value of the asset had the Loss been knownabout when the Completion Accounts were prepared;(d ) the use or setting oﬀ of any Purchaser 's Relief in circumstances where, but for such use or set oﬀ, an Acquired Group Company would havehad a liability to make a payment of or in respect of Tax for which the Purchaser would have been able to make a claim against theVendor under this Schedule, in which case, the amount of the Liability for Taxation shall be the amount of Tax for which the Vendorwould have been liable but for such use or set off ; and(e ) any liability of an Acquired Group Company to make a payment pursuant to an indemnity, guarantee or covenant entered into beforeCompletion under which that Acquired Group Company has agreed to meet or pay a sum equivalent to or by reference to anotherperson 's Tax liability, in which case the Liability for Taxation shall be equal to the amount of the liability;(f ) any liability of an Acquired Group Company to make a payment ( other than to another Acquired Group Company ) for Group Relief or for atransferred Tax refund or of a Balancing Payment pursuant to any arrangement entered into before Completion, or any liability of anAcquired Group Company to make a repayment ( other than to another Acquired Group Company ) of any such payment received by itbefore Completion, in each case where such liability is not recognised as aCERTAIN 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