1Definitions and Interpretation
1.1 Words and expressions which are defined in the Agreement but which are not defined in this Deed shall have the meanings set out in the Agreement.
1.2
In this Deed unless the context otherwise requires:
1.2.1
Buyer’s Relief : means
(a) any Relief to the extent that it has been taken into account in computing and so reducing or eliminating any provision for deferred Tax which appears in the Completion Accounts, or which but for such Relief would have appeared in the Completion Accounts or to the extent that it was taken into account in computing any deferred Tax asset which appears in the Completion Accounts ( “Deferred Tax Relief” );
(b) any Relief, other than Deferred Tax Relief, to the extent that it was treated as an asset of the Company in the Completion Accounts ( “Accounts Relief” );
(c) the loss or reduction in the amount of, or the setting off or use against income, profits or gains earned, accrued or received or against any Tax chargeable in respect of an Event occurring on or before Completion of any Relief which is not available before Completion but arises after Completion in circumstances where, but for such loss, reduction, setting off or use, the Company would have had a liability to make a payment of or in respect of Tax for which the Buyer would have been able to make a claim against the Sellers under this Tax Covenant (“ Post-Completion Relief ”); (d) the reduction or setting off against profits or against any Tax Liability in respect of which a valid claim could have been made under this covenant of any Relief, whenever arising, of the Buyer or any member of the Buyer’s group other than the Company (“ Buyer’s Group Relief ”); 1.2.2 “ Corresponding Saving ” means a Relief which arises from a Tax Liability which has resulted in a payment by the Covenantors falling due under this Tax Deed and that Relief is utilised; 1.2.3 “ Event ” includes, but is not limited to, the existence of any state of affairs, the expiry of a period of time, the Company ceasing to be associated with any other person for any Tax purpose or ceasing to be or becoming resident in any country for any Tax purpose, any distribution, the death or the winding up or dissolution of any person, and any transaction (including the execution and completion of the Agreement), payment, event, occurrence, circumstance, act, or omission whatsoever, and any reference to an Event occurring on or before a particular date shall include Events which for Tax purposes are deemed to have, or are treated or regarded as having, occurred on or before that date;
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