definiens: means any of : ( a)a Transfer Pricing Claim or any part thereof made where the aggregate Due Amount and any amountspreviously paid by the Vendor in respect of any Claims or Tax Claims equals or exceeds € 35 million to theextent that the Purchaser would have been entitled to recover amounts in respect of such Transfer PricingClaim under the Warranty and Indemnity Insurance Policy but for the provisions of clause 6.1(vii ) of theWarranty and Indemnity Insurance Policy ( including for the avoidance of doubt, any Due Amount in respectof a Transfer Pricing Claim ) ; ( b)a Claim or any part thereof arising from any violation of any Bribery Legislation made where the aggregateDue Amount and any amounts previously paid by the Vendor ( or its assignees ) in settlement of any Claims orTax Claims equals or exceeds € 35 million to the extent that the Purchaser would have been entitled torecover amounts in respect of such Claims under the Warranty and Indemnity Insurance Policy but for theprovisions of clause 6.1(viii ) of the Warranty and Indemnity Insurance Policy ; and ( c)a Bribery Indemnity Claim ; means any Purchaser Stock to be issued pursuant to Schedule 12 ( Contingent Consideration ) ; has the meaning given in the definition of DB Facilities ; means any contract entered into after Full Enforcement for the sale of : ( a)the shares of any Group Company or of a member of the Group ; ( b)any of the DB Rights ; 32 ( c)any of the Intra Group Debt ; or ( d)all or substantially all of the business or assets of any Group Company ; means any cash consideration and the reasonable estimate of the value of any non - cash or contingent consideration payable, whether directly or indirectly, to DB or any of its Affiliates pursuant to anySubsequent Sale Contract, less the aggregate of : ( a)any third - party advisory costs, fees or expenses, including any legal, accounting, financial or other advisers’fees ( and including all Taxes thereon to the extent irrecoverable ), incurred, paid or payable by DB or any ofits Affiliates with respect to : ( i)taking any steps in connection with Full Enforcement ; and ( ii)the preparation, negotiation and implementation of any Subsequent Sale Contract ; and ( b)the amount of any Further Financing to the extent that this is either repaid as part of the Subsequent SaleContract or the right to repayment of which is sold pursuant to the Subsequent Sale Contract, provided that, for these purposes, the proceeds receivable by DB in connection with any Subsequent Sale Contractshall be determined net of any proceeds or deemed proceeds allocated to the other Indirect Interest Holders inaccordance with the Restructuring Deed ( as in force at the date of this Agreement ) in connection with the FullEnforcement or the Subsequent Sale Contract ; means Clauses 1 ( Definitions and Interpretation ), 14 ( Confidentiality and Announcements),16 ( Entire Agreement and Remedies ), 17 ( Post - Completion Effect of Agreement ) to 26 ( No Partnership or Agency ), 29(Governing Law and Jurisdiction ) and 30 ( Process Agent ) ; means APH4, AI and AS ; means, where Completion occurs : ( a)on or before 8 January 2013, € 40 million ; or ( b)after 8 January 2013, € 20 million, in each case less the sum of any Paid West - related Transaction Costs prior to Completion ; means, where Completion occurs : ( a)on or before 8 January 2013, € 353 million ; ( b)after 8 January 2013 but before 31 January 2013, € 408 million ; or ( c)after 31 January 2013, € 414 million ; means € 100 million ; 33 means : ( a)all forms of tax, levy, impost, contribution, duty, liability and charge in the nature of taxation and all relatedwithholdings or deductions of any nature ( including taxes on gross or net income, profits or gains and taxeson receipts, sales, use, occupation, franchise, employment ( including social security and national insurancecontributions ), value added and personal property ) ; and ( b)all related fines, penalties, charges and interest, imposed or collected by a Tax Authority whether directly or primarily chargeable against, recoverable from orattributable to any of the Group Companies or another person but excluding deferred tax ( and and shall be construed accordingly ) ; means a taxing or other governmental ( local or central ), state or municipal authority competent toimpose a liability for or to collect Tax ; means a claim by the Purchaser pursuant to Schedule 9 ( Tax Covenant ) or for breach of any of the TaxWarranties ; means the covenant relating to Taxation set out in Schedule 9 ( Tax Covenant ) ; shall mean any return, declaration, report, notice, claim for refund, information or statement relating toTaxes, including any schedule, supplement or attachment thereto, and including any amendment thereof ; means the warranties set out at paragraph 26 of Schedule 5 ( Vendor Warranties ) ; means a claim by the Purchaser for breach of any of the Tax Warranties ; means any guarantees, indemnities and letters of comfort of any nature given : ( a)to a third party by any of the Group Companies in respect of any obligation of any member of the VendorGroup or any member of an Indirect Interest Holder Group ; or ( b)to a third party by a member of the Vendor Group or any member of an Indirect Interest Holder Group inrespect of any obligation of any member of the Group, but shall exclude the Excluded Third Party Guarantees ; means the aggregate of the Paid Company Transaction Costs Amountand the Accrued Company Transaction Costs Amount and as shown on the Completion Statement ; means the transactions contemplated by this Agreement and/or the other Transaction Documents orany part thereof ; means : ( a)any third - party advisory costs, fees or expenses, including any legal, accounting, financial or other advisers’fees and including in each case all Taxes thereon to the 34 extent not reasonably anticipated to be recoverable, incurred, paid or payable by any Group Company orArgon or the Managers in connection with the Transaction, including the preparation, negotiation andimplementation of this Agreement and all other Transaction Documents ; and ( b)the total amount of : ( i)all Transaction related bonuses or payments, incurred, paid or payable by any Group Company toemployees, officers, directors, consultants or contractors of any Group Company or to any otherperson but excluding, for the avoidance of doubt, the Paid Permitted Bonuses ; plus ( ii)any Taxes ( to the extent not reasonably anticipated to be recoverable ) incurred, paid or payable byany Group Company as a result of any Transaction related bonuses or other payments being incurred, paid or payable by any other person to any employee, officer, director, consultant or contractor of anyGroup Company ; ( iii)all costs, fees and other payments due to DB or its Affiliates from the Group in relation to thetermination of the interest rate swap agreements entered into pursuant to an ISDA Master Agreementand Schedule dated 17 March 2010 and related confirmation ( as contained in the Data Room atQ.2.13.1, Q.2.13.6, Q2.13.7, Q.2.13.8, Q.2.13.12, Q2.13.13 and Q.2.13.14 ) in connection withCompletion ; and ( iv)subject to a Close - out Notice having been issued pursuant to Clause 5.24(a ), all costs, fees and otherpayments due to DB or its Affiliates from the Group at or following Completion in relation to thetermination of any foreign exchange contracts entered into between DB or its Affiliates and the Group, irrespective of whether any of the foregoing constitute Permitted Leakage, but excluding any West - relatedTransaction Costs ; means this Agreement, the Vendor ’s Disclosure Letter, the Purchaser ’s Disclosure Letter, theVendor ’s Interim Updated Disclosure Letter, the Vendor ’s Updated Disclosure Letter, the Intra Group Debt TransferAgreement, the Assumption Agreement, the Adjustment Escrow Agreement, the Warranty Escrow Agreement, theInterim Covenant Escrow Agreement, the Contingent Consideration Escrow Agreement, the Restructuring DeedRelease Deed, the Deed of Novation, the DB Disclosure Letter and the DB Updated Disclosure Letter ; means a Tax Claim arising with respect to any transfer pricing matter or adjustment or inrespect of any transfer pricing Law ( including any adjustment under Section 482 of the I.R.C., or any equivalent orsimilar provision in any jurisdiction or, with respect to a transaction between related parties, any adjustment underSection 367(d ) of the I.R.C. ) ; means all direct or indirect transfer, stamp, documentary, sales, use, registration and other similarTaxes ( including all applicable real estate transfer taxes but excluding, for the avoidance of doubt, any taxes imposedon profits, income or gains ) and including any interest and penalties in relation thereto ; means Cash Balances in jurisdictions where the legislation and regulations place significantrestrictions on the remittance of Cash Balances from a Group Company to other Group Companies but shall excludeup to € 7 million of cash held by the Group Companies in China that would otherwise constitute Trapped Cash ; 35 means any Group Company that is treated as a United States person as defined inSection 7701(a)(30 ) of the I.R.C. ; means the [COMPANY] Defined Benefit Pension Plan as constituted by a definitive deed dated 12 December2001, as amended ; means : ( i ) the bonuses to be paid to two employees of the Group, details of which are setout in Data Room reference U.3.3.34.1 and U.3.3.34.2 and subject to a maximum amount of € 500,000 ; ( ii ) the bonusesto be paid to certain employees of the Group, details of which are set out in Data Room reference U.3.5.2 to U.3.5.24and subject to a maximum aggregate amount of € 200,000 ; ( iii ) the cash management incentive plan of the Group, therules of which are set out at Data Room Reference U.3.3.1.2 ; and ( iv ) the special management incentive plan of theGroup, the rules of which are set out at Data Room Reference U.3.3.1.1 ; means generally accepted accounting principles in the United States ; means any tax imposed in accordance with the council directive of 28 November 2006 on the common systemof the value added tax ( EC Directive 2006/112 ) or any other tax of a similar nature, whether imposed in a memberstate of the European Union or elsewhere, in substitution for or levied in addition to such tax ; means EquityCo and each of its subsidiaries ( including the Vendor ) but excluding, for the avoidanceof doubt, the Group Companies and any member of an Indirect Interest Holder Group ; means account no : GB47DEUT40508129065900, with Deutsche Bank AG, London andreference : TSS Syndicated Loans Agency - Craig Hoepfl [COMPANY], or such other account as the Vendor may notify tothe Purchaser in writing at least 10 Business Days prior to the Completion Date ; means the disclosure letter dated the date hereof, written and delivered by or on behalfof the Vendor to the Purchaser immediately before the signing of this Agreement, including the DisclosureDocuments ; means the disclosure letter dated 15 days prior to the CompletionDate, written and delivered by or on behalf of the Vendor to the Purchaser, disclosing only specific facts, matters orcircumstances, that have occurred or arisen between the date of the Agreement and the date of such disclosure letter ; means the disclosure letter dated the Completion Date, written and deliveredby or on behalf of the Vendor to the Purchaser immediately before Completion, disclosing only specific facts, mattersor circumstances that have occurred or arisen during the Interim Period ; means the Signing Warranties and the Completion Warranties ; has the meaning given in Clause 8.1 ; means the warranty and indemnity insurance policy between ChartisEurope Limited and the Purchaser in the Agreed Form ; 36 means the account to be established by the Warranty Escrow Agent in the name of DB ; means 31 March 2014 ; means JP Morgan Chase Bank, N.A., London Branch ; means the escrow agreement to be entered into between the Warranty Escrow Agent, the Purchaser and the Primary Indirect Interest Holders at Completion relating to the Warranty Escrow Account in theAgreed Form ; means € 35 million ; means a binding tax agreement obtained by the Purchaser from the Luxembourgdirect tax authority confirming that payments made to the Purchaser in accordance with Clauses 3 ( Consideration ), 9(Warranty Escrow Account ), 10 ( Interim Covenant Escrow Account ), 11 ( Indemnity ), paragraph 4 of Schedule 9 ( TaxCovenant ) or Schedule 12 ( Contingent Consideration ) and any other payment from the Escrow Accounts of thisAgreement by the Vendor or any Indirect Interest Holder or any direct or indirect successor, assignee or novatee of theVendor will not be subject to Tax in Luxembourg . For the avoidance of doubt, Clause 2.4 shall apply to this definitionsuch that references in this definition to the Purchaser include references to any Nominated Purchaser ; mean : ( a)any third - party advisory costs, fees or expenses, including any such legal, accounting, financial or otheradvisers ’ fees and including in each case all Taxes thereon to the extent not reasonably anticipated to berecoverable, and any out of pocket expenses, incurred, paid or payable by a Group Company primarily inconnection with the Debt Financing, the Pre - Completion Restructuring, any matter undertaken pursuant toClause 4.13 or paragraphs 1.1(g ) or ( h ) of Schedule 3 ( Interim Period Obligations ) and, with the prior writtenconsent of the Purchaser, the integration of the Group with the Purchaser Group ; ( b)any ISRA Group Costs ; and ( c)any Taxation incurred, paid or payable by a Group Company which would not have arisen but for the DebtFinancing, any ISRA Group Costs and the Pre - Completion Restructuring and any matter undertaken pursuantto Clause 4.13 or paragraphs 1.1(g ) or ( h ) of Schedule 3 ( Interim Period Obligations ) and, with the priorwritten consent of the Purchaser, the integration of the Group with the Purchaser Group ; and means 9:30 a.m. to 5:30 p.m. on a Business Day, in each case in the relevant jurisdiction