definiens: means the accounting principles, practices, policies and procedures set out in Part 2 of this Schedule 6 ; means the amount in Euros which is the aggregate of al l amounts of indebtedness of the Target Group to any lenders at the Completion Date including : ( a ) all bank loans and overdrafts ; ( b ) all amounts drawn under invoice discounting facilities ; ( c ) amounts owing under hire purchase and capital / finance lease agreements ; ( d ) debentures and/or loan stock outstanding ( including amounts of accrued or rolled up interest ) ; ( e ) all interest, penalties, redemption premia and other costs connected with the same ; means the amount in Euros which is the aggregate of the following in relation to the Target Group at the Completion Date : ( a ) all deposits repayable on demand with any bank ; ( b ) cleared cash balances with any bank ; ( c ) cash in transit receivable by the Target Group and cheques received and paid into any bank account of the Target Group on or before the Completion Date and, in each case, which clear after the Completion Date ; ( d ) petty cash / cash in hand ; less ( e ) cash in transit paid by any member of the Target Group and cheques issued on or before the Completion Date by any member of the Target Group which are to be cleared through the bank accounts of the Target Group after the Completion Date ; and, fo r the avoidance of doubt, ( i ) any item falling within more than one of paragraphs ( a ) to ( e ) above shall only be included once in the calculation of Cash and ( ii ) Cash shall exclude any item that is otherwise included in the calculation of Net Working Capi tal ; 91 means the consolidated statement of assets, liabilities and net equity of the Target Group plus an accrual for Dutch Employment Costs, Dutch Employment Liabilities, US Employment Costs and US Employment Liabilities assumed by the Buyers as at the Completi on Date to be prepared and agreed or determined ( as the case may be ) in accordance with this Schedule ; means Net Cash / Debt of the Target Group at Completion being the sum of the Cash less the Debt Items, as derived from the Comp letion Accounts and set out in the Net Cash / Debt Statement ; means the Net Working Capital at Completion, as derived from the Completion Accounts and set out in the Working Capital Statement ; means the Bank Debt ; has the meaning set out in paragraph 2.4 of this Schedule 6 ; means the draft Completion Accounts prepared by the Buyer in accordance with paragraph 2.1 of this Schedule 6 ; means a st atement showing the Completion Net Cash / Debt, as derived from the Completion Accounts ; means the net working capital of the Target Group as at the Completion Date plus the accruals specified in ( l ) below which shall include amounts in respect of and shall be the sum of : ( a ) trade debtors ( including billed, accrued and other debtors ) ; ( b ) prepayments and accrued income ; ( c ) VAT receivable ; ( d ) other debtors ; less : ( e ) trade creditors ; ( f ) deferred revenue ( g ) payroll, employee benefits ( including accrued holiday entitlement in respect of Employees ) and payroll taxes ; ( h ) VAT payable and any equivalent overseas sales taxes payable and receivable ; 92 ( i ) accruals ( including with respect to rebates payable to CHDI Foundation, Inc. ) ; ( j ) other creditors ; ( k ) any other current assets / liabilities ; and ( l ) an accrual in respect of Dutch Employment Costs, Dutch Employment Liabilities, US Employ ment costs and US Employment Liabilities assumed by the Buyers as at the Completion Date ; but shall exclude : ( m ) Tax ( including any deferred tax and/or research and development tax credit ) other than as specified in sub -paragraphs ( h ) and ( i ) above ; ( n ) Cash ; ( o ) any billed or accrued milestone trade receivables ; ( p ) Debt Items ; ( q ) Long term liabilities ; ( r ) certain accruals related to Basel, Stoke Court, deferred bonuses and HMRC review ; ( s ) intercompany accounts ; and ( t ) any deferred revenue balance remaining on the Access Fee