Excluded Records definition
Excluded Records means any and all:
Excluded Records means information, documents or recorded information that (a) relate solely to the Service Provider’s internal administration, finances, management, or labour and employment matters, unless they contain Personal Information about an individual other than Personnel or other third parties with whom the Service Provider has dealings unrelated to the subject matter of the Agreement; or (b) HO confirms in writing are excluded from the application of this Schedule;
Excluded Records means any items, including items referenced in the definition of “Data,” that are (a) Tax records of Sellers (other than copies of Tax records as described in Section 2.01(f)), (b) not transferable without payment of additional consideration (unless Buyer has agreed in writing to pay such additional consideration) or that Sellers and their Affiliates would not be able to otherwise compile and prepare for transfer using commercially reasonable efforts, (c) e-mails or other electronic files on Sellers’ or their Affiliates’ servers and networks, (d) employee files and personnel records not involving any Continuing Employee, (e) legal records and legal files of Sellers, (f) all work product of and attorney-client communications with Sellers’ legal counsel or any other documents or instruments that may be protected by an attorney-client privilege (but excluding any title opinions), (g) economic projections, (h) data, correspondence, materials, documents, descriptions or records relating to the Auction, marketing, sales negotiation or sale of any of the Assets, including the existence or identities of any prospective inquirers, bidders or prospective purchasers of any of the Assets, any bids received from and records of negotiations with any such prospective purchasers and any analyses of such bids by any Person, (i) correspondence between or among any Seller or its Affiliate or their respective representatives, and any prospective purchaser other than Buyer, and correspondence between any Seller or its Affiliates or any of their respective representatives with respect to any of the bids, the prospective purchasers or the Transactions, or (j) originals of the Data that relate to both the Assets and any Excluded Assets (but that relate primarily to any Excluded Assets) (provided that Buyer shall be provided a copy of such Data as contemplated by Section 2.01(f)) and copies of all other Data.
Examples of Excluded Records in a sentence
After the Closing Date, Seller shall (A) provide to Buyer for any reasonable purpose relating to Buyer’s ownership of the Sale Entities reasonable access to the Excluded Records upon reasonable prior notice during regular business hours and (B) permit Buyer to make such extracts and copies thereof as Buyer may deem necessary.
Seller may retain all Records prepared in connection with the transactions contemplated by this Agreement, including bids received from other parties and analyses relating to the Product and such Records shall be Excluded Records for all purposes hereunder.
Seller shall afford Buyer reasonable access to the Excluded Assets and Excluded Records (including related computers and computer records) or core corporate records retained by Seller if necessary to operate the Business and Buyer shall afford Seller reasonable access to records acquired hereunder and to the Transferred Employees to the extent necessary for Seller to operate its business, to prepare its tax returns and to prepare the Closing Date Statement.
Notwithstanding anything contained in Section 2.01 to the contrary, Seller is not selling, and Buyer is not purchasing, any assets other than those specifically listed or described in Section 2.01 (including the Excluded Contracts and the Excluded Records, such assets that are not Purchased Assets, the “Excluded Assets”).
The parties acknowledge that certain of the Debtors’ Records, including the Excluded Records and the Designated Records, may be protected by the attorney-client privilege or any other applicable privilege or doctrine, including the attorney work-product doctrine (the “Debtors’ Privileged Records”).
More Definitions of Excluded Records
Excluded Records has the meaning set forth in Section 2.1(h).
Excluded Records means (i) all corporate, financial, Tax, human resources and legal data and records that relate to the businesses generally of Seller or its Affiliates (whether or not relating to the Sale Entities or the JV Company) or that contain information related to Seller or its Affiliates (other than the Sale Entities and the JV Company); (ii) any data, software and records to the extent disclosure or transfer is prohibited or subjected to payment of a fee or other consideration by any license agreement or other Contract with a Person other than Affiliates of Seller, or by applicable Law, and for which no consent to transfer has been received or for which Buyer has not agreed in writing to pay the fee or other consideration, as applicable; (iii) any data and records relating to any sale of the Sale Entities or the JV Company, including bids received from and records of negotiations with third Persons; (iv) any data and records relating to the Excluded Assets; and (v) any data or records that are subject to attorney-client privilege.
Excluded Records means (a) all corporate, financial, Tax, human resources and legal data and records to the extent related to the businesses of Seller or its Affiliates (other than the Sale Entities, to the extent such records can be redacted) or to the extent they contain information related to Seller or its Affiliates (other than the Sale Entities, to the extent such records can be redacted); (b) any data, software and records to the extent disclosure or transfer is prohibited or subjected to payment of a fee or other consideration by any license agreement or other Contract with a Person other than Affiliates of Seller, or by applicable Law, and for which no consent to transfer has been received or for which ▇▇▇▇▇ has not agreed in writing to pay the fee or other consideration, as applicable; (c) any data and records relating to the sale of any of the Sale Entities, including bids received from and records of negotiations with third Persons; (d) any data and records relating to the Excluded Assets; (e) any data and records that are subject to attorney client privilege held by Seller (unless the data or records in question relate to an actual or threatened Action or investigation in relation to the Sale Entities) and (f) any data or records whereby the transfer of such data or records is prohibited by Law or by a Governmental Authority, including Laws pertaining to patient confidentiality and privacy and the confidentiality, privacy or security of protected health information (i.e., individually identifiable health information), including the Health Insurance Portability and Accountability Act of 1996, Pub. L. No. 104-191. Notwithstanding anything herein to the contrary and for the avoidance of doubt, Excluded Records shall include any Seller Consolidated Tax Returns and records or data of or relating to Seller’s Affiliated Group (except pro forma returns or separate company returns of the Sale Entities).
Excluded Records is defined in Section 1.1(b)(1).
Excluded Records shall have the meaning set forth in Section 2.3(a)(xiv).
Excluded Records means (a) the general corporate files and records of each Selling Entity related to such entity’s organization and existence, (b) each Selling Entity’s respective federal, state, local or non-U.S. income, franchise or margin tax files and records, (c) employee files (other than files of Transferred Employees that are permitted to be transferred pursuant to Applicable Law), (d) records relating to the sale of the Assets, including competing bids, (e) proprietary data (including any engineering studies and forecasts and economic studies) to the extent relating exclusively to Excluded Assets, (f) information and data that is subject to Third Party contractual restrictions on assignment or disclosure to the extent relating exclusively to Excluded Assets, (g) copies of records stored for archival and/or back up purposes to the extent relating exclusively to Excluded Assets or Excluded Liabilities, and (h) any other files or records to the extent relating exclusively to any Excluded Assets or Excluded Liabilities.
Excluded Records is defined in Section 2.1(b)(iv).