OWED BY A GROUP COMPANY TO ANOTHER GROUP COMPANY AND
ANY AMOUNTS OWING BY ANY GROUP COMPANY IN RESPECT OF OPERATING LEASES OR ANY
AMOUNT ATTRIBUTABLE TO THE VERIS FACILITY OR THE VUKL FACILITY, PROVIDED THAT
THE VERIS FACILITY AND THE VUKL FACILITY ARE REPAID IN ACCORDANCE WITH CLAUSE
4.2;
"DEFINED BENEFIT SCHEME"
MEANS A PENSION SCHEME UNDER WHICH THE AMOUNT OF
SOME OR ALL OF THE BENEFITS PAYABLE TO OR IN RESPECT OF A MEMBER OF THE SCHEME
IS CALCULATED IN ACCORDANCE WITH A FORMULA WHICH TAKES ACCOUNT OF THE SERVICE OF
THE MEMBER TO RETIREMENT, DEATH OR WITHDRAWAL AND THE REMUNERATION OF THE MEMBER
AVERAGED OVER HIS SERVICE AT OR CLOSE TO HIS RETIREMENT, DEATH OR WITHDRAWAL;
"DEFINED CONTRIBUTION SCHEME"
MEANS A SCHEME UNDER WHICH THE AMOUNT OF THE
BENEFITS OTHER THAN SOME OR ALL OF THE BENEFITS PAYABLE ON DEATH BEFORE BECOMING
A PENSIONER, PAYABLE TO OR IN RESPECT OF A MEMBER OF THE SCHEME IS CALCULATED BY
REFERENCE TO THE
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CONTRIBUTIONS MADE TO THE SCHEME BY AND IN RESPECT OF THE MEMBER; "DIRECTORS"
MEANS THE PERSONS SPECIFIED AS DIRECTORS OF ANY OF THE GROUP COMPANIES IN
PARTS 1, 2 OR 3 OF SCHEDULE 1 (THE EXPRESSION "DIRECTOR" MEANING ANY OF THEM),
BEING ALL THE DIRECTORS OF THE GROUP COMPANIES AS AT THE DATE OF THIS AGREEMENT;
"DISCLOSED"
MEANS FAIRLY DISCLOSED IN THE DISCLOSURE LETTER, IN THE MANNER
AND IN SUCH REASONABLE DETAIL AS TO ENABLE THE BUYERS TO MAKE A REASONABLE
ASSESSMENT OF THE NATURE AND SCOPE OF THE MATTER DISCLOSED AND WITH SPECIFIC
REFERENCE OR CROSS REFERENCE TO THE WARRANTY AGAINST WHICH SUCH DISCLOSURE IS
MADE AND FOR THE AVOIDANCE OF DOUBT, ANY DISCLOSURE MADE BY THE SELLER AFTER THE
DATE OF THIS AGREEMENT BUT PRIOR TO COMPLETION SHALL NOT BE TAKEN TO BE
DISCLOSED; "DISCLOSURE LETTER"
MEANS THE LETTER OF TODAY'S DATE FROM THE
SELLER TO THE BUYERS (TOGETHER WITH ALL DOCUMENTS SCHEDULED OR APPENDED THERETO)
DISCLOSING CERTAIN EXCEPTIONS TO THE WARRANTIES; "DRAFT CONSIDERATION STATEMENT"
SHALL HAVE THE MEANING ASCRIBED TO SUCH TERM IN CLAUSE 5.1; "ENCUMBRANCE"
MEANS ANY RIGHT, ADVERSE CLAIM, INTEREST OR EQUITY OF ANY PERSON (INCLUDING
WITHOUT LIMITATION ANY PRE-EMPTION RIGHT, RIGHT OF FIRST REFUSAL, OPTION, RIGHT
TO ACQUIRE OR RIGHT TO RESTRICT) OR ANY MORTGAGE, CHARGE, PLEDGE, LIEN,
ASSIGNMENT, RESTRICTION, HYPOTHECATION, SECURITY OR PRIORITY INTEREST, TITLE
RETENTION, HIRE PURCHASE, LEASE OR INSTALMENT PURCHASE AGREEMENT OR OTHER
SECURITY OR PRIORITY AGREEMENT OR ARRANGEMENT; "ENVIRONMENT"
INCLUDES (A) ANY
AND ALL BUILDINGS, STRUCTURES, FIXTURES, FITTINGS, APPURTENANCES, PIPES,
CONDUITS,
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VALVES, TANKS, VESSELS AND CONTAINERS WHETHER ABOVE OR BELOW GROUND LEVEL,
AND (B) AMBIENT AIR, LAND SURFACE, SUB-SURFACE STRATA, SOIL, SURFACE WATER,
GROUND WATER, RIVER SEDIMENT, MARSHES, WET LANDS, FLORA AND FAUNA;
"ENVIRONMENTAL LAWS"
MEANS (A) THE COMMON LAW AND (B) ALL LAWS, BY-LAWS,
STATUTES, REGULATIONS, RULES, ORDERS, INSTRUMENTS, DECREES, DIRECTIVES,
DECISIONS, INJUNCTIONS, RULINGS AND JUDGMENTS OF ANY GOVERNMENT, LOCAL
GOVERNMENT, INTERNATIONAL, SUPRANATIONAL, EXECUTIVE, ADMINISTRATIVE, JUDICIAL OR
REGULATORY AUTHORITY OR AGENCY WHETHER OF IRELAND, THE UNITED KINGDOM, THE
EUROPEAN UNION OR