Excluded Books and Records definition

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 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).

Examples of Excluded Books and Records in a sentence

  • The Purchaser acknowledges and agrees that, except as specifically provided for in this Agreement or any Transaction Agreement, the Purchaser is not acquiring, and following the Closing the Corporation shall not have, any rights in any Excluded Books and Records or Excluded Intellectual Property.


More Definitions of Excluded Books and Records

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