Common use of Information and Records Clause in Contracts

Information and Records. All books, records, files and papers, whether in hard copy, computer format or other electronic format, to the extent used or held for use in the Business, including sales and promotional literature, manuals and data, sales and purchase correspondence, lists of present and former suppliers and lists of present and former customers (the “Information and Records”); provided, that, notwithstanding anything to the contrary in this Section 2.1(e), the term “Information and Records” shall be deemed not to include (i) any information or records which constitute “Technology” (except to the extent transferred pursuant to Section 2.1(g)), (ii) any Proceeding files or Contract files other than files related to the Purchased Contracts or (iii) the portion of any information or records related to an Excluded Asset or Retained Obligation; and further provided, that (A) the Sellers shall be entitled to retain copies of the Information and Records; and (B) if any particular record of any Seller contains both information to be transferred to the Purchasers pursuant to this Section 2.1(e) and other information, then such Seller can, at its option, either (1) provide a copy of such record to the Purchasers subject to the Purchasers’ obligations contained herein to keep such other information confidential or (2) create a new record that separates out the information to be transferred to the Purchasers pursuant to this Section 2.1(e) and provide a copy of such new record to the Purchasers;