THE CAPITAL OF GPS BEING THE ENTIRE ISSUED SHARE CAPITAL OF
GPS; "GROUP"
MEANS THE IRISH COMPANIES, VUKL AND EACH OF THE SUBSIDIARIES,
EACH A "GROUP COMPANY"; "GROUP DIRECTORS"
MEANS THE DIRECTORS OF THE SELLER
AND THE DIRECTORS; "HARDWARE"
MEANS ANY COMPUTER EQUIPMENT USED BY OR FOR THE
BENEFIT OF THE GROUP AT ANY TIME INCLUDING, WITHOUT LIMITATION, COMMUNICATION
SYSTEMS, INFRASTRUCTURE AND NETWORKS AND COMPONENTS OR ELEMENTS OF THE FOREGOING
SUCH AS FIRMWARE, SCREENS, TERMINALS, KEYBOARDS, DISKS AND CABLING AND OTHER
PERIPHERAL AND ASSOCIATED ELECTRONIC EQUIPMENT BUT EXCLUDING ALL SOFTWARE;
"HAZARDOUS MATERIALS"
MEANS (I) ANY CHEMICAL, MATERIAL OR SUBSTANCE AT ANY
TIME DEFINED AS OR INCLUDED IN THE DEFINITION OF "HAZARDOUS SUBSTANCES",
"HAZARDOUS WASTES", "HAZARDOUS MATERIALS", "EXTREMELY HAZARDOUS WASTE", ACUTELY
HAZARDOUS WASTE", "RADIOACTIVE WASTE", "BIOHAZARDOUS WASTE", "POLLUTANT", "TOXIC
POLLUTANT", "CONTAMINANT", "RESTRICTED HAZARDOUS WASTE", "INFECTIOUS WASTE",
"TOXIC
14
SUBSTANCES", OR ANY OTHER TERM OR EXPRESSION INTENDED TO DEFINE, LIST OR
CLASSIFY SUBSTANCES BY REASON OF PROPERTIES HARMFUL TO HEALTH, SAFETY OR THE
INDOOR OR OUTDOOR ENVIRONMENT (INCLUDING HARMFUL PROPERTIES SUCH AS
IGNITABILITY, CORROSIVITY, REACTIVITY, CARCINOGENICITY, TOXICITY, REPRODUCTIVE
TOXICITY, "TCLP TOXICITY" OR "EP TOXICITY" OR WORDS OF SIMILAR IMPORT UNDER ANY
APPLICABLE ENVIRONMENTAL LAWS); (II) ANY OIL, PETROLEUM, PETROLEUM FRACTION OR
PETROLEUM DERIVED SUBSTANCE; (III) ANY DRILLING FLUIDS, PRODUCED WATERS AND
OTHER WASTES ASSOCIATED WITH THE EXPLORATION, DEVELOPMENT OR PRODUCTION OF CRUDE
OIL, NATURAL GAS OR GEOTHERMAL RESOURCES; (IV) ANY FLAMMABLE SUBSTANCES OR
EXPLOSIVES; (V) ANY RADIOACTIVE MATERIALS; (VI) ANY ASBESTOS-CONTAINING
MATERIALS; (VII) UREA FORMALDEHYDE FOAM INSULATION; (VIII) ELECTRICAL EQUIPMENT
WHICH CONTAINS ANY OIL OR DIELECTRIC FLUID CONTAINING POLYCHLORINATED BIPHENYLS
OR RADON; (IX) PESTICIDES; AND (X) ANY OTHER CHEMICAL, MATERIAL OR SUBSTANCE,
EXPOSURE TO WHICH IS PROHIBITED, LIMITED OR REGULATED BY ANY GOVERNMENTAL
AUTHORITY OR WHICH MAY OR COULD POSE A HAZARD TO THE HEALTH AND SAFETY OF THE
OWNERS, OCCUPANTS OR ANY PERSONS IN THE VICINITY OF ANY LOCATION OF A GROUP
COMPANY'S OPERATIONS OR TO THE INDOOR OR OUTDOOR ENVIRONMENT; "HAZARDOUS
MATERIALS ACTIVITY"
MEANS ANY PAST, CURRENT, PROPOSED OR THREATENED ACTIVITY,
EVENT OR OCCURRENCE INVOLVING ANY HAZARDOUS MATERIALS, INCLUDING THE USE,
MANUFACTURE, POSSESSION, STORAGE, HOLDING, PRESENCE, EXISTENCE, LOCATION,
RELEASE, THREATENED RELEASE, DISCHARGE, PLACEMENT, GENERATION, TRANSPORTATION,
PROCESSING, CONSTRUCTION, TREATMENT, ABATEMENT, REMOVAL, REMEDIATION, DISPOSAL,
DISPOSITION OR HANDLING OF ANY HAZARDOUS MATERIALS, AND ANY CORRECTIVE ACTION OR
RESPONSE ACTION WITH RESPECT TO
15
ANY OF THE FOREGOING; "IEFM"
MEANS IRISH ESTATES (FACILITIES MANAGEMENT)
LIMITED, A SUBSIDIARY OF IEM; "IEM"
MEANS IRISH ESTATES (MANAGEMENT) LIMITED;
"IEM SHARES"
MEANS 260,100 ISSUED ORDINARY SHARES OF €1.25 EACH IN THE
CAPITAL OF IEM BEING THE ENTIRE ISSUED SHARE CAPITAL OF IEM; "INDEPENDENT
ACCOUNTANT"
MEANS AN ACCOUNTING EXPERT APPOINTED BY AGREEMENT BETWEEN THE
SELLER AND THE BUYERS OR, IN DEFAULT OF APPOINTMENT BY AGREEMENT BETWEEN THEM
OVER A PERIOD OF 5 BUSINESS DAYS, ON APPLICATION OF EITHER PARTY BY THE
PRESIDENT FROM TIME TO TIME OF THE INSTITUTE OF CHARTERED ACCOUNTANTS IN IRELAND
(OR ANY SUCCESSOR BODY) PROVIDED HOWEVER THAT SUCH ACCOUNTING EXPERT MUST BE A
QUALIFIED MEMBER OF THE INSTITUTE OF CHARTERED ACCOUNTANTS IN IRELAND