LIMITED AND THE BANK IN RESPECT OF SHARES IN ORANGE FABRIC SERVICES LIMITED (NOW
KNOWN AS VERIS PROPERTY MANAGEMENT LIMITED); AND
(H) SHARE CHARGE DATED 29 NOVEMBER 2007 BETWEEN THE SELLER AND THE BANK
REGARDING THE SHARES IN VUKL;
"APPLICABLE RATE"
MEANS THE APPLICABLE EURO EXCHANGE RATE QUOTED BY THE
GOVERNOR AND COMPANY OF THE BANK OF IRELAND AT 5.00 PM ON THE BUSINESS DAY PRIOR
TO THE BALANCE SHEET DATE; "APPROVED"
MEANS EXEMPT APPROVED BY THE REVENUE
COMMISSIONERS FOR THE PURPOSES OF SECTION 774 OF THE TAXES CONSOLIDATION ACT AND
REFERENCE TO "APPROVAL" SHALL BE CONSTRUED ACCORDINGLY; "BALANCE SHEET DATE"
MEANS THE COMPLETION DATE; "BANK"
MEANS ANGLO IRISH BANK; "BANK'S SOLICITORS"
MEANS ARTHUR COX, OF EARLSFORT CENTRE, EARLSFORT TERRACE, DUBLIN 2 "BUSINESS"
MEANS THE BUSINESS OF FACILITY MANAGEMENT, PROPERTY MANAGEMENT AND ALL OTHER
BUSINESS AS CARRIED ON BY THE GROUP AT THE DATE HEREOF; "BUSINESS DAY"
MEANS
A DAY (OTHER THAN A SATURDAY OR SUNDAY) ON WHICH BANKS ARE OPEN FOR THE CONDUCT
OF THEIR NORMAL BUSINESS IN DUBLIN; "BUYERS"
MEANS THE IRISH BUYER AND THE UK
BUYER; "BUYERS' GROUP"
MEANS THE PARENT COMPANY OF THE BUYERS AND ANY
SUBSIDIARY OF THE PARENT COMPANY OF THE BUYERS, SUBSIDIARY AND PARENT COMPANY
FOR THIS PURPOSE TO BE AS DEFINED IN SECTION 155 OF THE COMPANIES ACT 1963;
4
"BUYER NON-DISCLOSABLE INFORMATION"
MEANS ALL INFORMATION (INCLUDING BUT NOT LIMITED TO CONFIDENTIAL INFORMATION)
WHICH RELATES TO:
(A) THE GROUP;
(B) ANY ASPECT OF THE BUSINESS;
(C) THE PROVISIONS OF THIS AGREEMENT;
(D) THE NEGOTIATIONS RELATING TO THIS AGREEMENT;
(E) THE SUBJECT MATTER OF THIS AGREEMENT; OR
(F) THE BUYERS OR ANY MEMBER OF THE BUYERS' GROUP FROM TIME TO TIME;
"BUYERS' SOLICITORS"
MEANS MATHESON ORMSBY PRENTICE OF 70 SIR JOHN ROGERSON'S
QUAY, DUBLIN 2, IRELAND AND MORGAN, LEWIS & BOCKIUS OF CONDOR HOUSE, 5-10 ST.
PAUL'S CHURCHYARD, LONDON, EC4M 8AL; "CASH AMOUNT"
MEANS, AS AT 5.00PM ON THE BALANCE SHEET DATE, THE AGGREGATE, IN EUROS
(INCLUDING FOR THE AVOIDANCE OF DOUBT ANY OTHER CURRENCY ON AN AS CONVERTED
BASIS INTO EUROS AT THE APPLICABLE RATE), OF ALL:
(A) POSITIVE (CREDIT) BALANCES IN THE BANK ACCOUNTS OF EACH OF THE GROUP
COMPANIES;
(B) CASH AT HAND OF EACH OF THE GROUP COMPANIES AND ANY CASH EQUIVALENTS;
(C) UNPRESENTED OR UNCLEARED CHEQUES BEARING A DATE NOT MORE THAN 14 DAYS PRIOR
TO THE COMPLETION DATE IN THE POSSESSION OF EACH OF THE GROUP COMPANIES AND MADE
OUT TO SUCH GROUP COMPANY;
LESS THE AGGREGATE OF ALL:
(D) CHEQUES WHICH HAVE BEEN SIGNED AND DATED BY EACH OF THE GROUP COMPANIES BUT
NOT YET PRESENTED OR CLEARED; AND
(E) ANY COSTS, EXPENSES AND FEES FOR
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LEGAL, ACCOUNTING, FINANCIAL ADVISORY, CONSULTING OR INVESTMENT BANKING INCURRED
BY ANY GROUP COMPANY IN CONNECTION WITH THE NEGOTIATION, DOCUMENTATION AND
PERFORMANCE OF THIS AGREEMENT AND THE CONSUMMATION OF THE TRANSACTION, WHICH
REMAIN OUTSTANDING AS AT COMPLETION;
FOR THE AVOIDANCE OF DOUBT THE VAT RECLAIM IS NOT TO BE CONSIDERED AS A
COMPONENT OF THE CASH AMOUNT.
"CLAIM"