MEANS THIS AGREEMENT, THE DISCLOSURE LETTER
AND ANY OTHER DOCUMENTS WHICH ARE TO BE EXECUTED ON THE DATE OF THIS AGREEMENT
BY THE SELLER SET OUT IN SCHEDULE 4, PART 1; "SELLER'S DIRECTORS"
MEANS THE
DIRECTORS OF THE SELLER FROM TIME TO TIME; "SELLER NON-DISCLOSABLE INFORMATION"
MEANS ALL INFORMATION WHICH RELATES TO:
(A) THE PROVISIONS OF THIS AGREEMENT;
(B) THE NEGOTIATIONS RELATING TO THIS AGREEMENT;
(C) THE SUBJECT MATTER OF THIS AGREEMENT; OR
(D) THE SELLER OR ANY OF ITS AFFILIATES (OTHER THAN THE GROUP);
"SELLER'S SOLICITORS"
MEANS MAPLES AND CALDER, 75 ST. STEPHENS GREEN, DUBLIN
2, IRELAND;
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"SHARES"
MEANS THE IRISH SHARES AND THE UK SHARES; "SOFTWARE"
MEANS ANY
SET OF INSTRUCTIONS FOR EXECUTION BY A COMPUTER PROCESSOR (INCLUDING BOTH SOURCE
AND OBJECT CODE) USED BY THE GROUP AT ANY TIME IRRESPECTIVE OF APPLICATION,
LANGUAGE OR MEDIUM AND INCLUDING FOR THE AVOIDANCE OF DOUBT, ANY CODES OR SETS
OF INSTRUCTIONS THAT ARE EMBODIED OR INCORPORATED IN ANY FIRMWARE;
"SUBSIDIARIES"
MEANS THOSE COMPANIES OR OTHER PERSONS (WHETHER OR NOT
REGISTERED IN THE IRELAND) SHORT PARTICULARS OF WHICH APPEAR IN PART 3 OF
SCHEDULE 1 AND THE EXPRESSION "SUBSIDIARY" SHALL MEAN ANY ONE OF THE
SUBSIDIARIES; "STAMP DUTY AMOUNT"
MEANS €500,000; "TAX" OR "TAXATION"
MEANS ALL FORMS OF TAXATION EITHER IN IRELAND, UK OR ELSEWHERE WHEREVER AND
WHENEVER CREATED OR IMPOSED, INCLUDING, WITHOUT LIMITATION:
(A) CORPORATION TAX (INCLUDING ANY SURCHARGE), ADVANCE CORPORATION TAX, INCOME
TAX (INCLUDING TAX OR AMOUNTS ON ACCOUNT OF TAX REQUIRED TO BE DEDUCTED OR
WITHHELD FROM OR ACCOUNTED FOR IN RESPECT OF ANY PAYMENT), CAPITAL GAINS TAX,
INHERITANCE TAX, GIFT TAX, CAPITAL ACQUISITION TAX, VALUE ADDED TAX, DIVIDEND
(DISTRIBUTION) WITHHOLDING TAX, NATIONAL INSURANCE CONTRIBUTION, PAYE
DEDUCTIONS, PAY RELATED SOCIAL INSURANCE AND LEVIES, STAMP DUTY RESERVE TAX,
STAMP DUTY LAND TAX, DEPOSIT INTEREST, RETENTION TAX, PROFESSIONAL SERVICES
WITHHOLDING TAX, RELEVANT CONTRACTS TAX, SURTAX, DUTIES OF CUSTOMS AND EXCISE
AND IMPORT, PETROLEUM REVENUE TAX, ENVIRONMENTAL LEVIES (INCLUDING ENVIRONMENTAL
LEVY ON PLASTIC BAGS), RATES AND ALL TAXES, DUTIES OR SIMILAR CHARGES REPLACED
BY OR REPLACING ANY OF THE FOREGOING;
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(B) ALL OTHER TAXES ON GROSS OR NET INCOME, PROFITS OR GAINS, DISTRIBUTIONS,
RECEIPTS, SALES, USE, OCCUPATION, FRANCHISE, VALUE ADDED AND PERSONAL PROPERTY;
(C) ALL TAXES, LEVIES, IMPOSTS, DUTIES, CHARGES OR WITHHOLDINGS OF ANY NATURE
WHATSOEVER CHARGEABLE AND/OR COLLECTABLE BY ANY TAX AUTHORITIES IN ANY
JURISDICTION; AND
(D) ANY PAYMENT WHATSOEVER WHICH A GROUP COMPANY MAY BE OR BECOME BOUND TO MAKE
TO ANY PERSON AS A RESULT OF THE DISCHARGE BY THAT PERSON OF ANY TAX WHICH A
GROUP COMPANY HAS FAILED TO DISCHARGE.
TOGETHER WITH ALL PENALTIES, FINES, SURCHARGES, CHARGES AND INTEREST RELATING TO
ANY OF THE FOREGOING OR TO ANY LATE OR INCORRECT RETURN IN RESPECT OF ANY OF
THEM, AND REGARDLESS OF WHETHER ANY SUCH TAXES, LEVIES, DUTIES, IMPOSTS,
CHARGES, WITHHOLDINGS, PENALTIES AND INTEREST ARE CHARGEABLE DIRECTLY OR
PRIMARILY AGAINST, OR ATTRIBUTABLE DIRECTLY OR PRIMARILY, TO A GROUP COMPANY OR
ANY OTHER PERSON AND REGARDLESS OF WHETHER ANY AMOUNT IN RESPECT OF ANY