definiens: has the meaning given in Clause 19.1 ; means Brazilian Real, the lawful currency of the Federal Republic of Brazil ; means Indian Rupee, the lawful currency of the Republic of India ; means [COMPANY] Arcolab Ltd ; has the meaning given in the Preamble ; has the meaning given in Schedule 4 ; means the group of companies comprising the Seller, any holding companyfrom time to time of the Seller and any subsidiary of the Seller or any such holding company butexcluding any Group Company or member of the Agila Group and or shall be construed accordingly ; has the meaning given in Clause 12.3 ; any warranty or undertaking to indemnify ( including any covenant to paypursuant to the Tax Deed ) given by the Seller to the Purchaser under this Agreement ; means the deed between the Purchaser and SAL relating to theguarantee by SAL of certain obligations of Seller, effective as of the date hereof ; means any liability to Taxation imposed on the Purchaser, or amember of the Purchaser 's Tax Group, which arises as a result of the disposal of the Shares bythe Seller to the Purchaser and is levied by reference to or on account of the sum paid or treatedas paid for such Shares and recognised or deemed to be recognised by the Seller on suchdisposal, where such Taxation is required to be accounted for or paid ( in whole or in part ) by thePurchaser, or a member of the Purchaser 's Tax Group, by way of withholding or deduction atsource, other than:(a)any stamp duties, real estate transfer taxes, registration fees and registration taxes andcapital duties whenever and wherever imposed and any other Tax of a similar nature, together with all penalties, surcharges, charges, costs and interest relating to such stampduties, real estate transfer taxes, registration fees and registration taxes and capital duties;(b)any Tax payable or suffered by a member of the Purchaser 's Tax Group or any GroupCompany by reference to the net profits, income or gains of that member or that GroupCompany;(c)any Tax assessed on or payable or suffered by any member of the Purchaser 's TaxGroup by reference to any consideration given or deemed to be given to any member ofthe Purchaser 's Tax Group pursuant to the Transitional Services Agreement and/or anyother transitional arrangements ; or(d)any liability to Taxation imposed by the United States which arises as a result of thePurchaser 's residence there or, in the event Purchaser assigns its rights and obligationsunder the Agreement to an affiliate incorporated or formed under the laws of the EuropeanUnion, * * * Denotes confidential information that has been omitted from this exhibit and filed separately with the Securitiesand Exchange Commission