Excluded Books and Records definition

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

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Excluded Books and Records has the meaning ascribed to it in SECTION 1.01(b).

Excluded Books and Records has the meaning ascribed to it in Section 1.1(h).

Examples of Excluded Books and Records in a sentence

All Books and Records used primarily in the conduct of the Business or otherwise relating primarily to the Assets (including, without limitation, customer lists and customer data bases relating primarily to the Business (the "BUSINESS CUSTOMER LISTS"), all Books and Records required by the Commission to be maintained at the Business, other than the Excluded Books and Records (the "BUSINESS BOOKS AND RECORDS").
To the extent any Excluded Books and Records relate to the Business, Seller will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to such Excluded Books and Records and the right to make copies and extracts therefrom.
Notwithstanding anything to the contrary set forth herein, none of Seller, its Affiliates or their respective Representatives shall be required to disclose or provide access to Excluded Books and Records to Purchaser or, prior to the Closing Date, any of its Representatives or any information that Seller reasonably determines to be competitively sensitive.
Further, Seller agrees for a period extending six (6) years after the Closing Date not to destroy or otherwise dispose of any such Excluded Books and Records unless Seller shall first offer in writing to surrender such Excluded Books and Records to Purchaser and Purchaser shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made.
Access to such Representatives and Excluded Books and Records shall be at Purchaser’s expense and shall not unreasonably interfere with Seller’s or its Affiliates’ or any of their respective successor companies’ business operations.

More Definitions of Excluded Books and Records

Excluded Books and Records means any (a) personnel files relating to Business Employees (other than any such records that relate to Transferred Employees to the extent provided in Section 5.2(k)), (b) information subject to attorney-client privilege of Seller or its Affiliates, other than the Acquired Companies; provided, that Seller will use its commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement) as is necessary to avoid the loss of the attorney- client privilege by the inclusion of such materials in the Transferred Books and Records, in which case such materials shall be included in the Transferred Books and Records, (c) materials and information to the extent exclusively or primarily relating to the Excluded Business, the Excluded Assets or the Excluded Liabilities, (d) Seller’s or its Affiliates’, other than the Acquired Companies’, minute books, organizational documents, stock registers, record books containing minutes of meetings of its directors, managers or shareholders or other corporate governance matters and such other books and records pertaining to Seller’s or its Affiliates’, other than the Acquired Companies’, ownership, organization or existence, (e) information the transfer or disclosure of which is prohibited or restricted by Law or any Contract to which Seller or its Affiliates, other than any Acquired Company, is bound (other than an agreement between or among Seller or any of its Affiliates) (in which case, copies of which, to the extent permitted by such Law or Contract, or, if copies are not so permitted, summaries of which, to the extent permitted by such Law or Contract, will be made available to Buyer upon Buyer’s reasonable request), (f) proprietary information, including competitively sensitive information, of Seller or its Affiliates, other than the Acquired Companies, that does not relate primarily or exclusively to the FSS Business, (g) internal policies or other proprietary information of Seller or its Affiliates, other than the Acquired Companies, that does not relate primarily or exclusively to the FSS Business, (h) correspondence with any Governmental Entity, except to the extent such correspondence relates to the FSS Business, (i) materials prepared for the boards of directors or similar governing bodies of Seller or its Affiliates, other than the Acquired Companies, (j) any internal drafts, opinions, valuations, correspondence or other materials produced by or on behalf of Sel...

Excluded Books and Records means all minute or other constituent record books pertaining to any Seller, all books and records relating solely to Income Taxes and any other books or records relating solely to the Excluded Assets or Excluded Liabilities.

Excluded Books and Records has the meaning set forth in the definition of “Books and Records.”

Excluded Books and Records means Books and Records relating to the Excluded Assets.

Excluded Books and Records means Books and Records other than Assigned Books and Records.

Excluded Books and Records means all Information maintained relating to or in connection with the Excluded ResidualCo Assets or Excluded Liabilities together with personal information relating to Employees who are not Transferred Employees;

Excluded Books and Records means all corporate, financial, taxation, Tax Returns and other books and records of the Vendor not related to the Business or Target Shares;