MEANS ANY CLAIM BY THE BUYERS IN RELATION TO A BREACH OF WARRANTY, OR
THE TAX COVENANT OR THE MM INDEMNITY OR OTHER BREACH BY THE SELLER OF THIS
AGREEMENT OR ANY ANCILLARY DOCUMENTS; "COMPANIES ACTS"
MEANS THE COMPANIES
ACTS 1963 TO 2009 OF IRELAND AND THE COMPANIES ACTS 1985 AND 2006 OF THE UNITED
KINGDOM AND ANY LEGISLATION IN WHATEVER FORM TO BE CONSTRUED AS ONE WITH THOSE
ACTS; "COMPETITION ACT"
MEANS THE COMPETITION ACT, 2002; "COMPLETION"
MEANS COMPLETION OF THE SALE AND PURCHASE OF THE SHARES IN ACCORDANCE WITH THIS
AGREEMENT; "COMPLETION ADJUSTMENT"
MEANS AN AMOUNT, IF ANY, PAYABLE BY THE
BUYERS OR THE SELLER PURSUANT TO CLAUSE 5; "COMPLETION DATE"
HAS THE MEANING
GIVEN TO IT IN CLAUSE 7.2; "COMPUTER SYSTEMS"
MEANS THE HARDWARE AND THE
SOFTWARE; "CONDITIONS"
MEANS THE CONDITIONS SET OUT IN SCHEDULE 2;
"CONFIDENTIAL INFORMATION"
MEANS ALL TECHNICAL, FINANCIAL, COMMERCIAL AND
OTHER INFORMATION OF A CONFIDENTIAL NATURE RELATING TO THE BUSINESS, INCLUDING
TRADE SECRETS, KNOW-HOW, INVENTIONS, PRODUCT INFORMATION AND UNPUBLISHED
INFORMATION RELATING TO INTELLECTUAL PROPERTY, OBJECT CODE
6
AND SOURCE CODE, MARKETING AND BUSINESS PLANS, PROJECTIONS, INFORMATION ON
CURRENT OR PROJECTED PLANS OR INTERNAL AFFAIRS OF THE GROUP, SECRET INFORMATION,
INFORMATION ON CURRENT AND/OR PROSPECTIVE SUPPLIERS AND CUSTOMERS (INCLUDING ANY
CUSTOMER OR SUPPLIER LISTS) AND INFORMATION ON ANY OTHER PERSON WHO HAS HAD
MATERIAL DEALINGS WITH THEM; "CONNECTED PERSON"
MEANS IN RELATION TO A
PERSON, ANY PERSON WHO IS CONNECTED WITH THAT PERSON BY VIRTUE OF SECTION 10 OF
THE TCA; "CONSIDERATION"
MEANS THE TOTAL CONSIDERATION TO BE PAID FOR THE
SHARES AS SET OUT IN CLAUSE 4.1 OF THIS AGREEMENT, AS ADJUSTED IN ACCORDANCE
WITH CLAUSE 5; "CONSIDERATION STATEMENT"
MEANS THE STATEMENT AS AT THE
BALANCE SHEET DATE AGREED OR DETERMINED IN ACCORDANCE WITH CLAUSE 5; "CONTINUING
DIRECTORS"
MEANS THE DIRECTORS AS NOTIFIED BY THE BUYERS TO THE SELLER AT
LEAST 3 BUSINESS DAYS PRIOR TO COMPLETION; "CORPORATE INTELLECTUAL PROPERTY"
MEANS ANY AND ALL INTELLECTUAL PROPERTY RIGHTS WHICH ARE OWNED BY OR ARISE
DIRECTLY FROM THE ACTIVITIES OF THE GROUP COMPANIES, OR WHICH ARE USED IN THE
CONNECTION WITH THE BUSINESS; "CURRENT ASSETS AMOUNT"
MEANS THE AGGREGATE AMOUNT, IN EUROS (INCLUDING FOR THE AVOIDANCE OF DOUBT ANY
OTHER CURRENCY ON AN AS CONVERTED BASIS INTO EUROS AT THE APPLICABLE RATE), OF
THE VALUE OF THE GROUP'S:
(A) BOOK DEBTS (NET OF PROVISIONS);
(B) ACCRUED INCOME;
(C) PREPAYMENTS, BEING PAYMENTS MADE PRIOR TO THEIR RESPECTIVE DUE DATE; AND
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(D) STOCK-IN-TRADE,
(OTHER THAN TO THE EXTENT COMPRISED IN THE CASH 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;
"CURRENT LIABILITIES AMOUNT"
MEANS THE AGGREGATE AMOUNT, IN EUROS (INCLUDING FOR