Excluded Books and Records definition

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 1.01(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

• 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.

• Contributor shall provide Company with access to Assigned Books and Records that are Shared Books and Records and Company shall provide Contributor with access to Excluded Books and Records that are Shared Books and Records to the extent permitted by applicable law.

• Other than the ResidualCo Receivable Claims, all of ResidualCo’s assets and properties have been realized upon or dealt with, other than: (i) ResidualCo’s cash on hand; and, (ii) certain remaining Residual Assets (being the JMB Inactive Royalty Agreements and the interest of JMB in the JMB Inactive Royalty Lands granted thereunder; the Excluded Books and Records; the Excluded Inventory (each as defined in the Amended RVO)) (collectively, the “ Remaining ResidualCo Assets”).

• Without limiting the foregoing, Contributor shall deliver to Company copies, certified as true and correct, of all Laboratory Notebooks that are Excluded Books and Records, other than certain portions of the Excluded Laboratory Notebook, in accordance with Section 4.5 hereof.

• After such three (3) year period, before either party shall dispose of any such Books and Records, it shall provide to the other party at least ninety (90) calendar days’ prior written notice to such effect, and such party shall be given an opportunity, at its sole cost and expense, to remove and retain all or any part of such Product Books and Records (other than the Excluded Books and Records).

More Definitions of Excluded Books and Records

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 given to such term 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 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 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 other than Assigned Books and Records.

Excluded Books and Records means all Books and Records related to human resources and any other employee related files and records.