Excluded Books and Records definition

Excluded Books and Records has the meaning ascribed to it in SECTION 1.01(b).
Excluded Books and Records has the meaning set forth in Section 2.2(a).
Excluded Books and Records has the meaning ascribed to it in Section 1.1(h).

Examples of Excluded Books and Records in a sentence

Following the date hereof and prior to the Closing, Seller shall institute a system that is reasonably satisfactory to Buyer and will permit a third party to readily identify Excluded Books and Records and to distinguish Excluded Books and Records from any other Books and Records.

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").

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.

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.


More Definitions of Excluded Books and Records

Excluded Books and Records means (i) all Books and Records prepared in connection with or related to the negotiation of the transactions contemplated by this Agreement and the Ancillary Agreements, (ii) any of the foregoing that are the subject of binding confidentiality agreements with non-Affiliates of Bayer restricting their conveyance or disclosure to Purchaser; provided, however, that Bayer shall use its commercially reasonable efforts to obtain the right from such non-Affiliates either to disclose such records to Purchaser or to transfer such confidentiality agreements to Purchaser, (iii) all Books and Records relating to Non-Transferred Businesses, Excluded Assets and Excluded Bayer Liabilities, and (iv) all Books and Records relating to Tax returns and Tax records for periods or portions thereof ending on or prior to the Closing Date, (v) all Books and Records not exclusively relating to Acquired Assets and (vi) Books and Records reasonably necessary to the performance by Bayer and its Affiliates of the Ancillary Agreements.
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 Books and Records relating to the Excluded Assets.
Excluded Books and Records means (a) all records which relate in whole or in part to Taxes or accounting (including Tax Returns), (b) all records relating to the employees of Seller or any of its Subsidiaries, including personnel, employment and medical records, provided, however, that the Workday files relating to Transferred Employees that may be transferred to Buyer pursuant to applicable Law shall not be Excluded Books and Records, (c) all records relating to or used in the business of Seller and not Related to the Business, (d) any documents, papers and other records the confidentiality of which is protected, or the transfer of which is prohibited, by applicable Law, (e) any documents, papers and other records (including any minutes or summaries of executive meetings and strategy papers) relating to evaluating, negotiating or implementing the Transaction (or the sales process relating to the potential sale of the Business) and (f) the corporate charter, seal, minute books, stock record books and other similar documents relating to the organization, maintenance and existence of Seller and its Subsidiaries.
Excluded Books and Records means (a) any personnel records, books, files or other documentation relating to the Seller Employees other than the Business Employees’ Records, (b) any Tax Returns or books and records, including tax accrual work papers, related to any Tax Returns or financial statements of Seller or any of its Affiliates, (c) any Books and Records that Seller or any of its Affiliates are required by Law (including Laws relating to privilege or privacy) to maintain in confidence and/or not to disclose to the Purchaser, (d) all Books and Records that reside only in a Backup System and do not constitute data reasonably required by the Purchaser to make Purchaser’s systems operational for the Business or reasonably required to operate the Business as conducted in the ordinary course of business during the twelve (12) month period prior to Closing, (e) all records and reports prepared or received by or for Seller and its Affiliates in connection with the sale of the Business and the transactions contemplated hereby, including all analyses relating to the Business or Purchaser or its Affiliates so prepared or received, (f) all communications (including any privileged communications) and Books and Records related to or connected with disputes, discussions or negotiations related to the transactions contemplated hereby, this Agreement, any Closing Agreement, any other arrangements or understandings contemplated hereby or thereby or any of the terms or other facts relating thereto (whether or not confidential or privileged), or that refer to or relate to confidential, protected or privileged communications related to or connected with disputes, discussions or negotiations related to the transactions contemplated hereby or thereby, any other Contracts or other arrangements or understandings contemplated by this Agreement, any Closing Agreement or any other agreement contemplated hereby or any of the terms or other facts relating hereto or thereto or otherwise, and (g) all confidentiality agreements with prospective purchasers of the Business or any portion thereof (except that, to the extent permitted by Law and the terms of such agreements, Seller shall assign as an Assumed Liability and Purchased Asset to Purchaser at the Closing all of Seller’s rights under such agreements to confidential treatment of information with respect to the Business and with respect to solicitation and hiring of Business Employees), and all bids and expressions of interest received from third parties ...
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 means all Books and Records related to human resources and any other employee related files and records.