WITH AN
APPROPRIATE LEVEL OF EXPERIENCE AND MUST PRACTICE IN ONE OF THE "BIG FOUR"
ACCOUNTING PRACTICES (PRICE WATERHOUSECOOPERS, KPMG, ERNST & YOUNG AND DELOITTE)
PROVIDED FURTHER THAT SUCH INDIVIDUAL SHALL NOT HAVE PREVIOUSLY PERFORMED
ADVISORY SERVICES FOR ANY MEMBER OF THE BUYERS' GROUP; "INDEPENDENT COUNSEL"
MEANS A SENIOR COUNSEL 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 LAW SOCIETY OF IRELAND (OR ANY SUCCESSOR BODY) PROVIDED HOWEVER THAT SUCH
COUNSEL MUST BE A QUALIFIED MEMBER OF THE BAR COUNCIL OF IRELAND WITH AN
APPROPRIATE LEVEL OF EXPERIENCE PROVIDED FURTHER THAT SUCH INDIVIDUAL SHALL NOT
HAVE PREVIOUSLY PERFORMED ADVISORY SERVICES FOR ANY MEMBER OF THE BUYERS' GROUP
OR THE SELLER, OR ANY
16
OF THE COVENANTORS OR ANY OF THE SELLER'S AFFILIATES; "INITIAL CONSIDERATION"
MEANS THE CONSIDERATION TO BE PAID BY THE BUYERS TO THE SELLER AT COMPLETION,
COMPRISING THE AMOUNTS SET OUT AT CLAUSE 4.3 AND TO BE PAID AS PROVIDED PURSUANT
TO CLAUSE 4.3; "INTELLECTUAL PROPERTY RIGHTS"
MEANS ANY AND ALL TRADE MARKS,
SERVICE MARKS, RIGHTS IN GET UP, TRADE NAMES, BUSINESS NAMES AND DOMAIN NAMES,
RIGHTS IN GOODWILL (INCLUDING RIGHTS TO SUE FOR PAST, PRESENT AND FUTURE
INFRINGEMENTS), RIGHTS IN DESIGNS (WHETHER REGISTERED OR UNREGISTERED),
COPYRIGHT AND RELATED RIGHTS (INCLUDING RIGHTS IN COMPUTER PROGRAMS), DATABASE
RIGHTS, SEMI-CONDUCTOR TOPOGRAPHY RIGHTS, PATENTS, UTILITY MODELS, KNOW-HOW,
RIGHTS IN INVENTIONS, DISCOVERIES AND IMPROVEMENTS, CONFIDENTIAL INFORMATION AND
ALL APPLICATIONS TO REGISTER AND RIGHTS TO APPLY FOR REGISTRATION OF ANY OF THE
FOREGOING RIGHTS TOGETHER WITH ALL OTHER RIGHTS OF A SIMILAR OR CORRESPONDING
CHARACTER WHICH NOW, OR IN THE FUTURE, MAY SUBSIST IN ANY PART OF THE WORLD;
"IRELAND"
MEANS IRELAND (EXCLUDING NORTHERN IRELAND) AND "IRISH" WILL BE
CONSTRUED ACCORDINGLY; "IRISH COMPANIES"
MEANS EACH OF THE COMPANIES NAMED IN
PART 1 OF SCHEDULE 1, SHORT PARTICULARS OF WHICH ARE SET OUT THEREIN; "IRISH
FACILITIES MANAGEMENT SHARES"
MEANS THE VWFM SHARES; "IRISH PROPERTY
MANAGEMENT SHARES"
MEANS THE IEM SHARES, THE GPS SHARES AND THE PMC SHARES;
"IRISH SHARES"
MEANS THE IRISH FACILITIES MANAGEMENT SHARES AND THE IRISH
PROPERTY MANAGEMENT SHARES; "KNOW-HOW"
MEANS ALL INFORMATION, METHODS AND
TECHNIQUES USED BY THE GROUP THAT IS NECESSARY FOR UNDERSTANDING AND OPERATING
THE PROCESSES EMPLOYED,
17
PRODUCTS MADE AND SERVICES PROVIDED BY THE GROUP AND INCLUDES, WITHOUT
LIMITATION, ALL INSTRUCTION MANUALS, FORMULAE, SPECIFICATIONS, TEST RESULTS,
PROCESS AND PRODUCT DESCRIPTIONS, MARKET FORECASTS, AND CUSTOMER AND SUPPLIER
PARTICULARS; "MANAGEMENT ACCOUNTS"
MEANS THE COMBINED BALANCE SHEET OF THE
GROUP AS AT THE MANAGEMENT ACCOUNTS DATE AND THE COMBINED PROFIT AND LOSS
ACCOUNT AND STATEMENT OF CASH FLOWS OF THE GROUP FOR THE PERIOD ENDED ON THE
MANAGEMENT ACCOUNTS DATE, A COPY OF WHICH IS SET OUT IN THE DISCLOSURE LETTER;
"MANAGEMENT ACCOUNTS DATE"
MEANS 31 AUGUST 2009; "MANAGEMENT ACCOUNTS WORKING
CAPITAL AMOUNT"
MEANS, IN RESPECT OF ANY GROUP COMPANY AND IN RESPECT OF ANY
CALENDAR MONTH, THE