definiens: ; means the date on which the Completion Accounts are agreed or determined in accordance with the provisions of Part A of Schedule 4 ( Preparation of Completion Accounts ) ; or has the meaning given to it in the License Agreement ; means the documents attached to the Disclosure Letter ; means the letter from the Warrantors to the Buyer in relation to the Warranties and including the Disclosure Documents having the same date as this Agreement, the receipt of which has been acknowledged by the Buyer ; has the meaning given to it in clause 23.1 ; means any Business Warranty Claim that is not yet a Settled Business Warranty Claim, and shall be construed accordingly ; means a statement of assets and liabilities for the Company as at the Effective Time, in the form and with the line items set out in Part B of Schedule 4 ( Completion Accounts ) and which has been prepared in accordance with Part A of Schedule 4 ( Preparation of Completion Accounts ) ; means 5 p.m. ( London time ) on the Completion Date ; means a mortgage, charge, pledge, lien, option, restriction, right of first refusal, right of pre -emption, third -party right or interest, other encumbrance or security interest of any kind, or anot her type of preferential arrangement ( including a title transfer or retention arrangement ) having similar effect, including any such right or interest arising at Completion or otherwise in connection with this Agreement, and shall be constru ed accordingly ; means the separately designated interest bearing US dollar deposit account with SunTrust Bank opened by the Escrow Agent and operated in accordance with the Escrow Agreement into which payment of the Escrow Amount will be made by the Buyer at Completion ; means SunTrust Bank to be appointed pursuant to the Escrow Agreement ; Confidential * * * Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission . [ * * * ] indicates that text has been omitted and is the subject of a confidential treatment request