Common use of Transfer of Records Clause in Contracts

Transfer of Records. On or before the Closing, Seller shall transfer to Split-Off Subsidiary all existing corporate books and records in Seller’s possession relating to Split-Off Subsidiary and its business, including but not limited to all agreements, litigation files, real estate files, personnel files and filings with governmental agencies; provided, however, when any such documents relate to both Seller and Split-Off Subsidiary, only copies of such documents need be furnished. On or before the Closing, Buyer and Split-Off Subsidiary shall transfer to Seller all existing corporate books and records in the possession of Buyer or Split-Off Subsidiary relating to Seller, including but not limited to all corporate minute books, stock ledgers, certificates and corporate seals of Seller and all agreements, litigation files, real property files, personnel files and filings with governmental agencies; provided, however, when any such documents relate to both Seller and Split-Off Subsidiary or its business, only copies of such documents need be furnished.

Appears in 18 contracts

Samples: Agreement and Plan of Merger and Reorganization (Valeritas Holdings Inc.), Split Off Agreement (Organovo Holdings, Inc.), Split Off Agreement (Cur Media, Inc.)

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Transfer of Records. On or before the Closing, Seller shall transfer to Split-Off Subsidiary all existing corporate books and records in Seller’s possession relating to Split-Off Subsidiary and its business, including but not limited to all agreements, litigation files, real estate files, personnel files and filings with governmental agencies; provided, however, when any such documents relate to both Seller and Split-Off Subsidiary, only copies of such documents need be furnished. On or before the Closing, Buyer Buyers and Split-Off Subsidiary shall transfer to Seller all existing corporate books and records in the possession of Buyer Buyers or Split-Off Subsidiary relating to Seller, including but not limited to all corporate minute books, stock ledgers, certificates and corporate seals of Seller and all agreements, litigation files, real property files, personnel files and filings with governmental agencies; provided, however, when any such documents relate to both Seller and Split-Off Subsidiary or its business, only copies of such documents need be furnished.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Invivo Therapeutics Holdings Corp.), Split Off Agreement (Crownbutte Wind Power, Inc.), Split Off Agreement (Lifeapps Digital Media Inc.)

Transfer of Records. On or before the Closing, Seller shall transfer to SplitSpin-Off Subsidiary all existing corporate books and records in Seller’s Sellers possession relating to SplitSpin-Off Subsidiary and its business, including but not limited to all agreements, litigation files, real estate files, personnel files and filings with governmental agencies; provided, however, when any such documents relate to both Seller and SplitSpin-Off Subsidiary, only copies of such documents need be furnished. On or before the Closing, Buyer and SplitSpin-Off Subsidiary shall transfer to Seller all existing corporate books and records in the possession of Buyer or SplitSpin-Off Subsidiary relating to Seller, including but not limited to all corporate minute books, stock ledgers, certificates and corporate seals of Seller and all agreements, litigation files, real property files, personnel files and filings with governmental agencies; provided, however, when any such documents relate to both Seller and SplitSpin-Off Subsidiary or its business, only copies of such documents need be furnished.

Appears in 3 contracts

Samples: Spin Off Agreement (Steampunk Wizards, Inc.), Spin Off Agreement (CX Network Group, Inc.), Spin Off Agreement (mLight Tech, Inc.)

Transfer of Records. On or before the Closing, Seller shall transfer to Split-Off Subsidiary all existing corporate books and records in Seller’s possession relating to Split-Off Subsidiary and its business, including but not limited to all agreements, litigation files, real estate files, personnel files and filings with governmental agencies; provided, however, when any such documents relate to both Seller and Split-Off Subsidiary, only copies of such documents need be furnished. On or before the Closing, Buyer and Split-Off Subsidiary shall transfer to Seller all existing corporate books and records in the possession of Buyer Buyers or Split-Off Subsidiary relating to Seller, including but not limited to all corporate minute books, stock ledgers, certificates and corporate seals of Seller and all agreements, litigation files, real property files, personnel files and filings with governmental agencies; provided, however, when any such documents relate to both Seller and Split-Off Subsidiary or its business, only copies of such documents need be furnished.

Appears in 3 contracts

Samples: Split Off Agreement (Tyme Technologies, Inc.), Split Off Agreement (Neurotrope, Inc.), Split Off Agreement (Enumeral Biomedical Holdings, Inc.)

Transfer of Records. On or before the Closing, Seller shall transfer to Split-Off Subsidiary all existing corporate books and records in Seller’s possession relating to Split-Off Subsidiary and its business, including but not limited to all agreements, litigation files, real estate files, personnel files and filings with governmental agencies; providedprovided , howeverhowever , when any such documents relate to both Seller and Split-Off Subsidiary, only copies of such documents need be furnished. On or before the Closing, Buyer and Split-Off Subsidiary shall transfer to Seller all existing corporate books and records in the possession of Buyer or Split-Off Subsidiary relating to Seller, including but not limited to all corporate minute books, stock ledgers, certificates and corporate seals of Seller and all agreements, litigation files, real property files, personnel files and filings with governmental agencies; providedprovided , howeverhowever , when any such documents relate to both Seller and Split-Off Subsidiary or its business, only copies of such documents need be furnished.

Appears in 2 contracts

Samples: Split Off Agreement (Global Casinos Inc), Split Off Agreement (Global Casinos Inc)

Transfer of Records. On or before the Closing, Seller shall transfer to Split-Off Subsidiary all existing corporate books and records in Seller’s possession relating to Split-Off Subsidiary and its business, including but not limited to all agreements, litigation files, real estate files, personnel files and filings with governmental agencies; provided, however, when any such documents relate to both Seller and Split-Off Subsidiary, only copies of such documents need be furnished. On or before the Closing, Buyer and Split-Off Subsidiary shall transfer to Seller all existing corporate books and records in the possession of Buyer or Split-Off Subsidiary relating to Seller, including but not limited to all corporate minute books, stock ledgers, certificates and corporate seals of Seller and all agreements, litigation files, real property files, personnel files and filings with governmental agencies; provided, however, when any such documents relate to both Seller and Split-Off Subsidiary or its business, only copies Buyer and Split-Off Subsidiary may keep a copy of such documents need be furnishedfiles for their records.

Appears in 2 contracts

Samples: Split Off Agreement (Miramar Labs, Inc.), Split Off Agreement (Miramar Labs, Inc.)

Transfer of Records. On or before the Closing, Seller shall transfer to Split-Off Subsidiary all existing corporate books and records in Seller’s possession relating to Split-Off Subsidiary and its business, including but not limited to all agreements, litigation files, real estate files, personnel files and filings with governmental agencies; provided, however, when any such documents relate to both Seller and Split-Off Subsidiary, only copies of such documents need be furnished. On or before the Closing, Buyer and Split-Off Subsidiary shall transfer to Seller all existing corporate books and records in the possession of Buyer or Split-Off Subsidiary relating to Seller, including but not limited to all corporate minute books, stock ledgers, certificates and corporate seals of Seller Seller, correspondence with Seller’s stockholders and all agreements, litigation files, tax returns and tax files, real property files, personnel files and filings and correspondence with governmental agenciesagencies (including but not limited to the SEC); provided, however, when any such documents relate to both Seller and Split-Off Subsidiary or its business, only copies of such documents need be furnished.

Appears in 2 contracts

Samples: Split Off Agreement (Visual Network Design, Inc.), Split Off Agreement (Anvex International, Inc.)

Transfer of Records. On or before At the Closing, Seller shall transfer to Split-Off Subsidiary all existing corporate books and records in Seller’s possession relating to Split-Off Subsidiary and its business, including but not limited to all agreements, litigation files, real estate files, personnel files and filings with governmental agencies; provided, however, when any such documents relate to both Seller and Split-Off Subsidiary, only copies of such documents need be furnished. On or before the Closing, Buyer and Split-Off Subsidiary shall transfer to Seller all existing corporate books and records in the possession of Buyer or Split-Off Subsidiary relating to Seller, including but not limited to all corporate minute books, stock ledgers, certificates and corporate seals of Seller and all agreements, litigation files, real property files, personnel files and filings with governmental agencies; provided, however, when any such documents relate to both Seller and Split-Off Subsidiary or its business, only copies of such documents need be furnished.

Appears in 2 contracts

Samples: Split Off Agreement (Live Event Media, Inc.), Split Off Agreement (Benaco, Inc.)

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Transfer of Records. On or before the Closing, Seller shall transfer to Split-Off Subsidiary all existing corporate books and records in Seller’s possession relating to Split-Off Subsidiary and its business, including but not limited to all agreements, litigation files, real estate files, personnel files and filings with governmental agencies; provided, however, when any such documents relate to both Seller and Split-Off Subsidiary, only copies of such documents need be furnished. On or before the Closing, the Buyer and Split-Off Subsidiary shall transfer to Seller all existing corporate books and records in the possession of Buyer or Split-Off Subsidiary relating to Seller, including but not limited to all corporate minute books, stock ledgers, certificates and corporate seals of Seller and all agreements, litigation files, real property files, personnel files and filings with governmental agencies; provided, however, when any such documents relate to both Seller and Split-Off Subsidiary or its business, only copies of such documents need be furnished.

Appears in 2 contracts

Samples: Split Off Agreement (China Energy Technology Corp., Ltd.), Split Off Agreement (Vitaxel Group LTD)

Transfer of Records. On or before the Closing, Seller shall transfer to Split-Off Subsidiary all existing corporate books and records in Seller’s possession relating to Split-Off Subsidiary and its business, including but not limited to all agreements, litigation files, real estate files, personnel files and filings with governmental agencies; provided, however, when any such documents relate to both Seller and Split-Off Subsidiary, only copies of such documents need be furnished. On or before the Closing, Buyer the Buyers and Split-Off Subsidiary shall transfer to Seller all existing corporate books and records in the possession of each Buyer or Split-Off Subsidiary relating to Seller, including but not limited to all corporate minute books, stock ledgers, certificates and corporate seals of Seller and all agreements, litigation files, real property files, personnel files and filings with governmental agencies; provided, however, when any such documents relate to both Seller and Split-Off Subsidiary or its business, only copies of such documents need be furnished.

Appears in 1 contract

Samples: Split Off Agreement (Ekso Bionics Holdings, Inc.)

Transfer of Records. On or before the Closing, Seller shall arrange for transfer to Split-Off Subsidiary the Subsidiaries of all existing corporate books and records in Seller’s possession relating to Split-Off Subsidiary each of the Subsidiaries and its business, including but not limited to all agreements, litigation files, real estate files, inventory, personnel files and filings with governmental agencies; provided, however, when any such documents relate to both Seller and Split-Off a Subsidiary, only copies of such documents need be furnished. On or before the Closing, Buyer Purchaser and Split-Off Subsidiary the Subsidiaries shall transfer to Seller all existing corporate books and records in the possession of Buyer Purchaser or Split-Off Subsidiary the Subsidiaries relating to Seller, including but not limited to all corporate minute books, stock ledgers, certificates and corporate seals of Seller and all agreements, litigation files, real property files, personnel files and filings with governmental agencies; provided, however, when any such documents relate to both Seller and Split-Off a Subsidiary or its business, only copies of such documents need be furnished.

Appears in 1 contract

Samples: Split Off Agreement (Atlantic Wine Agencies Inc)

Transfer of Records. On or before the Closing, Seller shall transfer to Split-Off Subsidiary all existing corporate books and records in Seller’s possession relating to Split-Off Subsidiary and its business, including but not limited to all agreements, litigation files, real estate files, personnel files and filings with governmental agencies, if any; provided, however, when any such documents relate to both Seller and Split-Off Subsidiary, only copies of such documents need be furnished. On or before the Closing, Buyer and Split-Off Subsidiary shall transfer to Seller all existing corporate books and records in the possession of Buyer or Split-Off Subsidiary relating to Seller, including but not limited to all corporate minute books, stock ledgers, certificates and corporate seals of Seller and all agreements, litigation files, real property files, personnel files and filings with governmental agencies; provided, however, when any such documents relate to both Seller and Split-Off Subsidiary or its business, only copies of such documents need be furnished.

Appears in 1 contract

Samples: Split Off Agreement (La Cortez Energy, Inc.)

Transfer of Records. On or before the ClosingClosing Date, Seller shall arrange for transfer to Split-Off Subsidiary Buyer of all existing corporate books and records in Seller’s 's possession relating to Split-Off the Subsidiary and its business, including but not limited to all agreements, litigation files, real estate files, intellectual property, Internet domain names, personnel files and filings with governmental agencies; provided, however, that when any such documents relate to both Seller and Split-Off the Subsidiary, only copies of such documents need be furnished. On or before the Closing, Buyer and Split-Off the Subsidiary shall transfer to Seller all existing corporate books and records in the possession of Buyer or Split-Off the Subsidiary relating to Seller, including but not limited to all corporate minute books, stock ledgers, certificates and corporate seals of Seller and all agreements, litigation files, real property files, personnel files and filings with governmental agencies; provided, however, when any such documents relate to both Seller and Split-Off the Subsidiary or its business, only copies of such documents need be furnished.

Appears in 1 contract

Samples: Split Off Agreement (Hygeialand Biomedical Corp)

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