Transferred Books and Records. The Transferred Books and Records listed on Exhibit B are all of the Books and Records maintained by Aradigm that pertain to the Business and the Assigned Assets.
Transferred Books and Records. Harpoon may transfer copies or originals at its election of the Transferred Books and Records referenced in Section 2.8(c), except to the extent Maverick is required by Law to maintain originals, in which case Harpoon shall transfer originals. Thereafter, promptly following Maverick’s request, Harpoon shall, at Harpoon’s expense, transfer to Maverick original versions of any Transferred Books and Records provided to Maverick as copies. To the extent originals of any Transferred Books and Records are not delivered to Maverick, Harpoon will retain such originals in a secure location.
Transferred Books and Records. (a) Purchaser acknowledges and agrees that (i) Seller may retain copies of the Transferred Books and Records (A) in connection with the performance of Seller’s obligations under any agreement effective prior to the Closing Date to which Seller is a party, (B) as required to satisfy its ongoing obligations with relevant Government Authorities, (C) to make any required filings, (D) to respond to any potential inquiry or audit with any Government Authority or (E) for the use in accordance with and (ii) Seller may retain a copy of all financial records of Seller and its Affiliates and any other Transferred Books and Records to the extent necessary for Tax, accounting or litigation purposes.
Transferred Books and Records. (a) Purchaser acknowledges and agrees that Seller and Stryker may retain copies of the Transferred Books and Records (A) in connection with the performance of Seller’s or Stryker’s obligations under any agreement effective prior to the Closing to which Seller or Stryker is a party, (B) as required to satisfy its ongoing obligations with relevant Government Authorities, (C) to make any required filings or (D) to respond to any potential inquiry or audit with any Government Authority.
Transferred Books and Records. 9 _____________________________ 2.2.4 Licenses ............................... 9 ________ 2.3 Leased Assets .................................. 9 _____________ 2.4 Excluded Property .............................. 10 _________________ 2.5 Assumption of Liabilities 2.5.1
Transferred Books and Records. For _____________________________ purposes of this Agreement, "Transferred Books and Records" means all of Seller's customer or subscriber lists and records, accounts billing, plant and continuing property records, plans, blueprints, specifications, designs, drawings, surveys, engineering reports, personnel records (where applicable) and all other documents, computer data and records relating to the Business, the Purchased Property, the Employees and/or the Assumed Liabilities, except for the Retained Books and Records.
Transferred Books and Records. Transferred Books and Records means originals or copies of the books, records, documents and data of KIC to the extent related to the Coinsured Contracts, whether in hard copy form or on magnetic, optical or other media. Transferred Employees. Transferred Employees has the meaning ascribed to it in Section 6.4.
Transferred Books and Records. (a) At the Closing (or thereafter pursuant to the transition services agreement entered into by certain of the Parties, among others, at the Closing (the “Transition Services Agreement”)), Seller will deliver, cause to be delivered or make available to the Company (i) all books and records relating to the Specified Liabilities which are contained in the KCIC Claims Database or the NOVUS Database, respectively, in the same form in which such books and records are stored, organized and maintained by the Company in the ordinary course of business prior to the Closing and (ii) a copy of the Solvency Opinion (collectively, the “Transferred Books and Records”). To the extent that Transferred Books and Records transferred pursuant to this Section 4.1(a) include documents, communications, information, or material relating to the Specified Liabilities that (i) are protected from disclosure by the attorney-client privilege, the attorney work-product doctrine, or any other privilege or protection and (ii) the Company, prior to the Closing, owned the information and the right to waive any privilege with respect thereto, such documents, communications, information or materials shall belong to the Company after the Closing (“Specified Liabilities Privileged Materials”). For the avoidance of doubt, Buyer acknowledges and agrees, for itself and on behalf of its Affiliates (including the Company following the Closing), that (x) Seller may maintain electronic copies of the Transferred Books and Records (other than Specified Liabilities Privileged Materials), (y) Transferred Books and Records and Specified Liabilities Privileged Materials required to be transferred pursuant to this Section 4.1(a) shall not include (1) materials subject to Section 6.12 or (2) materials as to which Seller or any of its Affiliates (other than the Company prior to Closing) was the exclusive owner of the information and the right to waive any privilege with respect thereto, including materials not subject to a joint defense between the Company prior to Closing and the Seller or any of its Affiliates or as to which there was not a common interest between the Company prior to Closing and the Seller or any of its Affiliates, and (z) Seller shall be permitted to retain on a USB drive or other digital media a copy of the data room as of the Closing Date. Notwithstanding anything to the contrary in this Section 4.1(a), all Seller Books and Records will be retained by Seller following the Closing in acc...
Transferred Books and Records. The Transferred Books and Records are true, correct and complete in all material respects, have been maintained in material compliance with applicable Laws and sound business practices and accurately present and reflect in all material respects all of the transactions and actions therein described and Allianz Life has heretofore provided to Buyer copies of or access to all of the written Transferred Books and Records.
Transferred Books and Records. Quality/Production Data
