Transferred FH Books and Records definition

Transferred FH Books and Records means the books and records of Seller or any of its Affiliates, including all computerized books and records, to the extent they relate to the FH Business, including (i) all such books and records to the extent relating to Transferred Employees (but excluding personnel records with respect to each Offer Employee), the purchase of materials, Taxes, supplies and services, the development, marketing, manufacture and sale of products by the FH Business or dealings with suppliers and customers of the FH Business, (ii) all files relating to any Action included in the Assumed Liabilities and (iii) all emails relating to the FH Business and dated no earlier than the date that is one month prior to the date of this Agreement. Notwithstanding the foregoing, “Transferred FH Books and Records” shall not include information, documents or materials to the extent relating to or constituting any Excluded Assets or Retained Liabilities.
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Transferred FH Books and Records means the books and records of Seller or any of its Affiliates, including all computerized books and
Sample 1
Transferred FH Books and Records means the books and records of Seller or any of its Affiliates, including all computerized books and records, to the extent they relate to the FH Business, including (i) all such books and records to the extent relating to Transferred Employees (but excluding personnel records with respect to each Offer Employee), the purchase of materials, Taxes, supplies and services, the development, marketing, manufacture and sale of products by the FH Business or dealings with suppliers and customers of the FH Business, (ii) all files relating to any Action included in the Assumed Liabilities and (iii) all emails relating to the FH Business and dated no earlier than the date that is one month prior to the date of this Agreement. Notwithstanding the foregoing, “Transferred FH Books and Records” shall not include information, documents or materials to the extent relating to or constituting any Excluded Assets or Retained Liabilities. Annex A - Page 20 “Transferred FH Companies” shall mean IMO AB, Imo Industries (Canada), Inc., Colfax Netherlands Holding BV, CLFX Sub Holding LLC, Allweiler GmbH, Colfax Fluid Handling Middle East Ltd., Allweiler India Private Limited (f/k/a Tushaco Pumps Private Limited), Colfax Fluid Handling Reliability Services Company (f/k/a Total Lubrication Management Company) and Colfax Pump (Weihai) Company Limited. “Transferred FH Company Employee” shall mean each Employee employed by a Transferred FH Company. “Transferred IP Contracts” shall mean any IP Contract to which Seller or any of its Subsidiaries is a party or to which any of the FH Assets is subject, in each case, that (i) with respect to IP Contracts that do not relate to computer software or databases, relates exclusively to the FH Business, and (ii) with respect to IP Contracts that relate to computer software or databases that are used in the operation of the FH Business, all such IP Contracts other than the Excluded FH Software Licenses. “Transferred Pension Participants” means the participants in the Transferred DB Plans. “Transition Services Agreement” means the Transition Services Agreement, substantially in the form attached hereto as Exhibit E. “Treasury Regulations” shall mean the final, temporary and proposed regulations promulgated by the United States Department of Treasury under the Code. “U.S. Pension Transfer Date” shall have the meaning set forth in Section 6.3(c) of Seller’s Disclosure Letter. “U.S. Transferred Employee” shall mean each Transferred Employee primarily ...
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Examples of Transferred FH Books and Records in a sentence

  • As soon as practicable after the Closing Date, as permitted by Law, Seller shall use its reasonable best efforts to deliver or cause to be delivered to Buyer all Transferred FH Books and Records then in the possession of Seller or any Retained Subsidiary, and Buyer shall use its reasonable best efforts to deliver or cause to be delivered to Seller all Seller Books and Records then in the possession of any Transferred FH Company or any of its Closing Subsidiaries.


More Definitions of Transferred FH Books and Records

Transferred FH Books and Records means the books and records of Seller or any of its Affiliates, including all computerized books and records, to the extent they relate to the FH Business, including (i) all such books and records to the extent relating to Transferred Employees (but excluding personnel records with respect to each Offer Employee), the purchase of materials, Taxes, supplies and services, the development, marketing, manufacture and sale of products by the FH Business or dealings with suppliers and customers of the FH Business, (ii) all files relating to any Action included in the Assumed Liabilities and (iii) all emails relating to the
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Related to Transferred FH Books and Records

  • Transferred Books and Records means all books, ledgers, files, reports, plans, records, manuals and other materials (in any form or medium) to the extent of, or maintained predominantly for, the Business by the Seller’s Group (other than emails), including (without limitation) all books, records and other materials relating to the research, development and pre-clinical trials for each of the Products and the Product Expansions but excluding:

  • Books and Records means all books, records, board minutes, contracts, licenses, insurance policies, environmental audits, business plans, files, computer files, computer discs and other data and software storage and media devices, accounting books and records, financial statements (actual and pro forma), filings with Governmental Authorities and any and all records and instruments relating to the Collateral or otherwise necessary or helpful in the collection thereof or the realization thereupon.

  • Excluded Books and Records has the meaning set forth in Section 2.2(a).

  • Records means any written or recorded information, regardless of physical form or characteristics, which is produced or acquired by the Party in the performance of this agreement. Records produced or acquired in a machine readable electronic format shall be maintained in that format. The records described shall be made available at reasonable times during the period of the Agreement and for three years thereafter or for any period required by law for inspection by any authorized representatives of the State or Federal Government. If any litigation, claim, or audit is started before the expiration of the three-year period, the records shall be retained until all litigation, claims or audit findings involving the records have been resolved.

  • Tax Records means any Tax Returns, Tax Return workpapers, documentation relating to any Tax Contests, and any other books of account or records (whether or not in written, electronic or other tangible or intangible forms and whether or not stored on electronic or any other medium) required to be maintained under the Code or other applicable Tax Laws or under any record retention agreement with any Tax Authority.

  • Business Records means all records and information of any description or type created or used in the ordinary course of the operation of the Business.

  • Files and Records means all files and records of Seller relating to the Business, whether in hard copy or magnetic or other format including customer and supplier lists and records; equipment maintenance records; equipment warranty information; plant plans, specifications and drawings; sales and advertising material; computer software; technical and research analyses; engineering, sales, marketing and other studies, data and plans; bid information; quality assurance records; and records relating to those employees of Seller who may become employed by Purchaser following the Closing.

  • Books means books and records (including each Grantor’s Records indicating, summarizing, or evidencing such Grantor’s assets (including the Collateral) or liabilities, each Grantor’s Records relating to such Grantor’s business operations or financial condition, and each Grantor’s goods or General Intangibles related to such information).

  • Transferred Assets has the meaning set forth in Section 2.1.

  • Accounting Records means the general ledger and subsidiary ledgers and supporting schedules which support the general ledger balances.

  • Receivables Records means (i) all original copies of all documents, instruments or other writings or electronic records or other Records evidencing the Receivables, (ii) all books, correspondence, credit or other files, Records, ledger sheets or cards, invoices, and other papers relating to Receivables, including, without limitation, all tapes, cards, computer tapes, computer discs, computer runs, record keeping systems and other papers and documents relating to the Receivables, whether in the possession or under the control of Grantor or any computer bureau or agent from time to time acting for Grantor or otherwise, (iii) all evidences of the filing of financing statements and the registration of other instruments in connection therewith, and amendments, supplements or other modifications thereto, notices to other creditors or secured parties, and certificates, acknowledgments, or other writings, including, without limitation, lien search reports, from filing or other registration officers, (iv) all credit information, reports and memoranda relating thereto and (v) all other written or nonwritten forms of information related in any way to the foregoing or any Receivable.

  • Student Records Means both of the following: (1) Any information that directly relates to a student that is maintained by LEA and (2) any information acquired directly from the student through the use of instructional software or applications assigned to the student by a teacher or other LEA employee. For the purposes of this Agreement, Student Records shall be the same as Educational Records, and Covered Information, all of which are deemed Student Data for the purposes of this Agreement. Service Agreement: Refers to the Contract or Purchase Order to which this DPA supplements and modifies.

  • Transferred Real Property shall have the meaning set forth in Section 1.2(a)(vii).

  • Client Records has the meaning set forth in Section 3.14.

  • Account Records is defined in Section 1(a)(i) of the Administration Agreement.

  • Information Assets means any information, including Confidential Information, necessary to the operation of either party that is created, stored, transmitted, processed, or managed on any hardware, software, network components, or any printed form, or is communicated orally. “Information Assets” does not include information that has been transferred from the Disclosing Party to the Receiving Party under applicable laws, regulations, and agency guidance, and that is being maintained and used by the Receiving Party solely for purposes that are not Contractor Covered California Functions.

  • Transferred Information means the personal information (namely, information about an identifiable individual other than their business contact information when used or disclosed for the purpose of contacting such individual in that individual’s capacity as an employee or an official of an organization and for no other purpose) to be disclosed or conveyed to one Party or any of its representatives or agents (a “Recipient”) by or on behalf of another Party (a “Disclosing Party”) as a result of or in conjunction with the transactions contemplated herein, and includes all such personal information disclosed to the Recipient prior to the execution of this Agreement.

  • Business Assets means all tangible and intangible property and assets owned (either directly or indirectly), leased, licensed, loaned, operated or used, including all real property, fixed assets, facilities, equipment, inventories and accounts receivable, by the Corporation and the Subsidiaries in connection with the Business;

  • Transferred Inventory has the meaning set forth in Section 2.2(a)(iii).

  • Included Assets has the meaning in Section 5.1(d)(ii)(A).

  • Transferred Subsidiaries shall have the meaning set forth in the Recitals.

  • Computer Records means the computer records generated by the Servicer that provide information relating to the Loans and that were used by the Originator in selecting the Loans conveyed to the Trust Depositor pursuant to Section 2.01 (and any Substitute Loans conveyed to the Trust Depositor pursuant to Section 2.04).

  • Retained Assets has the meaning set forth in Section 2.2.

  • Transferred Intellectual Property means (i) all Intellectual Property Rights owned by the Acquired Companies, (ii) the Transferred Trademarks, (iii) the Transferred Patents, (iv) the Transferred Domains, and (v) all other Intellectual Property Rights owned by Sellers or their respective Affiliates as of the Closing Date that are exclusively used in or are exclusively related to the development, manufacture, marketing, use or sale of the Business Products.

  • Assets and Properties of any Person means all assets and properties of every kind, nature, character and description (whether real, personal or mixed, whether tangible or intangible, whether absolute, accrued, contingent, fixed or otherwise and wherever situated), including the goodwill related thereto, operated, owned or leased by such Person, including without limitation cash, cash equivalents, Investment Assets, accounts and notes receivable, chattel paper, documents, instruments, general intangibles, real estate, equipment, inventory, goods and Intellectual Property.

  • Digital books means works that are generally recognized in the ordinary and usual sense as books.