definiens: means a rate per annum of 3 per cent above the base lending rate from time to time of Barclays Bank plc ; means £ 369,429 ; means facts, matters or other information fairly disclosed by or in the Disclosure Letter in such a manner and with such detail andaccuracy as is suﬃcient to enable the Purchaser to identify and understand the nature and scope of the fact, matter or information concerned andto make an informed assessment of its likely impact and effect, or is otherwise disclosed in the Disclosure Letter as a ; means the letter of the same date as this Agreement from the Vendor to the Purchaser qualifying the Warranties and the TaxWarranties, including the Disclosure Schedule ; means the schedule to the Disclosure Letter ; means the draft of the Completion Accounts prepared in accordance with Clause 5.1(a ) ; means the draft of the Net Debt Statement prepared in accordance with Clause 5.1(b ) ; means the draft of the WC Statement prepared in accordance with Clause 5.1(b ) ; means midnight ( Pacific Time ) on the Completion Date ; has the meaning given in Clause 25.1 ; means any claim, charge, mortgage, pledge, lien, licence, assignment, hypothecation, option, equity, power of sale, retention oftitle, restriction, agreement for sale, estate contract, right to acquire, right of pre - emption, right of ﬁrst refusal or other third party right or securityinterest of any kind or any other type of preferential arrangement ( including a title transfer or retention agreement ) having similar eﬀect or anagreement, arrangement, obligation or commitment to create any of the foregoing;11CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [ * * * ], HAS BEEN OMITTED BECAUSE IT ISNOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED