THE AVOIDANCE OF DOUBT ANY
OTHER CURRENCY ON AN AS CONVERTED BASIS INTO EUROS AT THE APPLICABLE RATE), OF
THE GROUP'S:
(A) ACCOUNTS PAYABLE;
(B) VAT PAYABLE BUT UNPAID, EXCLUDING ANY VAT IN CONNECTION WITH THE
PRE-COMPLETION SUPPLIES;
(C) PAYE PAYABLE BUT UNPAID;
(D) ACCRUALS AND PROVISIONS (INCLUDING LITIGATION PROVISIONS); AND
(E) SOCIAL SECURITY CONTRIBUTION PROVISIONS,
OTHER THAN TO THE EXTENT COMPRISED IN THE DEBT AMOUNT AND EITHER: (I) AS AT
5.00PM IRISH TIME ON THE BALANCE SHEET DATE FOR THE PURPOSES OF CALCULATING THE
WORKING CAPITAL AMOUNT OR (II) ON THE DAY FALLING ON THE LAST DAY OF THE
RELEVANT CALENDAR MONTH FOR THE PURPOSES OF CALCULATING THE MANAGEMENT ACCOUNTS
WORKING CAPITAL AMOUNT; IN BOTH CASES EXCLUDING ANY AMOUNTS OWED OR OWING BY A
GROUP COMPANY TO (A) ANOTHER GROUP COMPANY OR (B) THE SELLER;
"DATA PROTECTION ACTS"
MEANS THE DATA PROTECTION ACTS 1988 AND 2003 OF
IRELAND AND THE DATA
8
PROTECTION ACTS 1994 AND 1998 OF THE UNITED KINGDOM; "DEBT AMOUNT"
MEANS, AS AT 5.00PM IRISH TIME ON THE BALANCE SHEET DATE,
(I) THE PENSION DEFICIT AMOUNT;
(II) THE AGGREGATE IN EUROS (INCLUDING FOR THE AVOIDANCE OF DOUBT ANY OTHER
CURRENCY ON AN AS CONVERTED BASIS INTO EUROS AT THE APPLICABLE RATE) OF ALL
BORROWINGS; AND
(III) OTHER INDEBTEDNESS IN THE NATURE OF THE BORROWINGS OF EACH OF THE GROUP
COMPANIES, INCLUDING ALL:
(A) FACILITIES;
(B) BREAK FEES, PREPAYMENT FEES OR OTHER COSTS, EXPENSES OR PENALTIES RELATED TO
OR ARISING AS A RESULT OF THE TERMINATION OR PREPAYMENT OF ANY FACILITIES
PURSUANT TO THIS TRANSACTION;
(C) AMOUNTS OWED BY THE GROUP COMPANIES TO THE SELLER OR ANY SHAREHOLDER OF THE
SELLER (OTHER THAN IN HIS OR HER CAPACITY AS AN EMPLOYEE);
(D) RECOURSE FACTORING OR RECOURSE DISCOUNTING OF RECEIVABLES;
(E) ANY AMOUNTS DRAWN DOWN ON ALL LETTERS OF CREDIT ISSUED FOR THE ACCOUNT OF
THE GROUP;
(F) THE AMOUNT OF ANY OBLIGATION GUARANTEEING INDEBTEDNESS OR OTHER OBLIGATIONS
OF ANY PERSON OTHER THAN A GROUP COMPANY TO THE EXTENT NOT RELEASED AT OR PRIOR
TO THE COMPLETION DATE;
(G) OBLIGATIONS OF THE GROUP TO PAY THE DEFERRED PURCHASE PRICE OR ACQUISITION
PRICE FOR ANY SHARES OF THE GROUP COMPANIES OR FOR ANY PROPERTY OR SERVICES,
OTHER THAN TRADE OR ACCOUNTS PAYABLE ARISING, AND ACCRUED EXPENSES INCURRED, IN
THE ORDINARY COURSE OF BUSINESS
9
CONSISTENT WITH PAST PRACTICE;
(H) NEGATIVE (DEBIT) BALANCES IN THE BANK ACCOUNTS OF EACH OF THE GROUP
COMPANIES;
(I) ALL INTEREST, FEES AND OTHER EXPENSES ACCRUED ON ANY OR ALL OF THE
BORROWINGS DETAILED IN (A) TO (H) ABOVE;
(J) ALL CORPORATION AND CAPITAL GAINS TAX LIABILITIES OF THE GROUP COMPANIES
ARISING ON OR BEFORE 5.00PM ON THE BALANCE SHEET DATE (TO THE EXTENT NOT PAID BY
THE SELLER OR A GROUP COMPANY PRIOR TO SUCH TIME) AND INCLUDING ANY ACCRUED
CORPORATION TAX (COMPUTED AS AT 5.00 PM ON THE BALANCE SHEET DATE AS IF SUCH
TIME WAS THE END OF AN ACCOUNTING PERIOD FOR THE GROUP COMPANIES); AND
BUT EXCLUDING ANY AMOUNTS