definiens: means any internationally recognized accounting finn mutually acceptable to the Parties ; ( b ) means all accounts payable attributable exclusively to the Business ; ( c ) means all accounts receivable and trade receivables attributable exclusively to the Business . For greater certainty, Accounts Receivable will include the Government Receivables but,, ~11 exclude the Tax Credit Recoverable ; ( d ) means a promissory note substantially in the form set out in Schedule 1.I(d ) hereto ; CONFIDENTIAL TREATMENT REQUESTED ( e ) means, with respect to any Person ( including a Party ), any other Person which directly or indirectly controls or is controlled by, or is under direct or indirecl common control with such first mentioned Person ; and for the purposes of this definition, with respect to any Person ( including a Party ) by any other Person is deemed to occur if Ca ) securities or other ownership interests of the first mentioned Person to which are attached more than 50 % of the votes that may be cast to elecl members of the board of directors are held, other than by way of security only, by or for the benefit of that other Person ; and ( b ) the votes attached to those securities or other ownership interests are sufficient, if exercised, to elect a majority of the members of the board of directors of the first mentioned Person ; CI ) means those Contracts to which an Affiliate of the Vendor is a party described in Schedule 1.1 ( I ) hereto ; Cg ) means this asset purchase agreement including the Schedules hereto and the Disclosure Letter, as amended or supplemented from time to time ; ( h ) means the undertaking and all of the Vendor 's and the Subsidiary 'S right, title and interest in, to and under all property and assets, whether real, personal, moveable, immoveable, tangible or intangible, held for use, or used, exclusively in connection with the Business, as a going concern, of every kind or description and wheresoever situate ( other than the Excluded Assets ) including : ( i ) Owned Real Property ; Cii ) Leased Real Property ; ( iii ) Business Intellectual Property ; ( iv ) Licensed Intellectual Property ; ( v ) Machine, Equipment and Supplies ; ( vi ) All outstanding shares of the Subsidiary ; ( vii ) Inventory ; ( viii ) Current Assets ; ( ix ) Contracts ; ( x ) Books and Records ; ( xi ) Goodwill ; ( xii ) Environmental Permits ; ( xiii ) Authorizations ; and ( xiv ) IT Equipment