Transferred Books and Records definition
Transferred Books and Records means, in respect of a Seller, all books, ledgers, files, reports, plans, records, manuals and other materials (in any form or medium) to the extent of, or maintained predominantly for, that Seller’s Contributed Business by that Seller’s Group (excluding its Target Group Companies) (other than emails), but excluding:
Transferred Books and Records has the meaning set forth in Section 1.1(f).
Transferred Books and Records means (a) Customer Lists and (b) originals or, to the extent originals are not available, copies of all books, documents, records, files, agreements, manuals, data and other information, in whatever form maintained (whether in hard copy, computer format or other media), in the possession or control of (including with any third-party data and record management vendors engaged by Seller or its Affiliates) the Asset Sellers to the extent related to the FSS Business or related to any Acquired Company, including (i) administrative records, (ii) claim records,
Examples of Transferred Books and Records in a sentence
The Transferred Books and Records listed on Exhibit B are all of the Books and Records maintained by Aradigm that pertain to the Business and the Assigned Assets.
TWC shall have delivered to Comcast all of the TWC Transferred Books and Records.
Comcast shall have delivered to TWC all of the Comcast Transferred Books and Records.
All original books and records with respect to the Administered Business (other than Transferred Books and Records as defined in the Master Transaction Agreement) shall be or remain the property of the Ceding Company; provided, that the Administrator shall continue to have custody of such books and records for so long as is reasonably required for the Administrator to carry out its duties under this Agreement and shall be permitted to make, retain and use copies of such books and records.
After the Closing, and until the expiration of any applicable retention periods described in Seller’s data retention policy, as amended from time to time, Buyer or its Subsidiaries may request a copy of any other Transferred Books and Records not previously provided to Buyer.
More Definitions of Transferred Books and Records
Transferred Books and Records means the business records, personnel records, sales order files, purchase order files, engineering order files, warranty and repair files, supplier lists, customer lists, dealer, representative and distributor lists, market studies, market research, customer surveys, AirCard Product roadmaps, forms, designs, diagrams, drawings, specifications, technical data, production and quality control records and formulations, of Sellers or any of their Subsidiaries to the extent specifically related to the AirCard Business, including all Patent Files for the Transferred Patents.
Transferred Books and Records means all books, operating records, engineering designs, blueprints, as-built plans, specifications, procedures, studies, reports, manuals, equipment repair records, safety records, maintenance records, service records, supplier, contractor and subcontractor lists, pending purchase orders, property and sales Tax Returns and related Tax records, and all Transferred Employee Records (in each case, in the format (including electronic format) in which such items are reasonably and practically available), in each case, in the possession of Seller to the extent relating specifically to the ownership or operation of the Facilities and the Acquired Assets; provided, that “Transferred Books and Records” shall not include: (a) any files or records relating to any employees who are not Transferred Employees, (b) files or records relating to any Transferred Employee afforded confidential treatment under any applicable Laws, except to the extent the affected employee consents in writing to such disclosure to Buyer, (c) all records prepared in connection with the sale of the Acquired Assets (and Seller’s other generation assets), including bids received from Third Parties and analyses relating to the Acquired Assets, (d) financial records, books of account or projections relating to the Acquired Assets, (e) books, records or other documents of Seller or its Affiliates related to corporate compliance matters not primarily developed for the Acquired Assets, (f) organizational documents (including minute books) of Seller, (g) materials, the disclosure of which would constitute a waiver of attorney-client or attorney work product privilege, or (h) any other books and records which Seller is prohibited from transferring to Buyer under applicable Law and is required by applicable Law to retain.
Transferred Books and Records has the meaning specified in clause (o) of the definition of “Transferred Assets”.
Transferred Books and Records means all books, operating records, engineering designs, blueprints, as-built plans, specifications, procedures, studies, reports (including PI software historical data), manuals, equipment repair records, safety records, maintenance records, service records, supplier, contractor and subcontractor lists, pending purchase orders, property and sales Tax Returns and related Tax records, and all Transferred Employee Records (in each case, in the format (including electronic format) in which such items are reasonably and practically available), in each case, in the possession or control of Seller or any of its Affiliates to the extent relating specifically to the ownership or operation of the Facilities, the Sites and the Acquired Assets; provided, that “Transferred Books and Records” shall not include: (a) any files or records relating to any employees who are not Transferred Employees, (b) files or records relating to any Transferred Employee afforded confidential treatment under any applicable Laws, except to the extent the affected employee consents in writing to such disclosure to Buyer, (c) all records prepared in connection with the sale of the Acquired Assets (and Seller’s other generation assets), including bids received from Third Parties and analyses relating to the Acquired Assets, (d) financial records, books of account or projections relating to the Acquired Assets, (e) books, records or other documents of Seller or its Affiliates related to corporate compliance matters not primarily developed for the Acquired Assets, (f) organizational documents (including minute books) of Seller, (g) materials, the disclosure of which would constitute a waiver of attorney-client or attorney work product privilege, or (h) any other books and records which Seller is prohibited from transferring to Buyer under applicable Law and is required by applicable Law to retain.
Transferred Books and Records means the Books and Records (or portions thereof) in the possession of Seller or its Subsidiaries to the extent related to the Transferred Business as of the Closing but excluding, in each case, any such Books and Records (or portions thereof) to the extent that (a) they are included in or related to any Excluded Assets or Excluded Liabilities or any portion of Seller’s and its Subsidiaries’ business not being transferred hereunder, (b) any Law prohibits their transfer, (c) such Books and Records are not to be transferred as set forth in Section 6.1 or (d) such Books and Records are Consolidated Tax Returns. For the avoidance of doubt, Transferred Books and Records shall include all customer records held as of immediately prior to the Closing that are exclusively related to services provided by the Transferred Business as of the Closing, records of Business Employees and any Books and Records of the Transferred Companies to the extent that they relate to the States.
Transferred Books and Records means, other than any books and records included in the Excluded Books and Records, all books and records (including Tax Returns and workpapers) primarily relating to the Business, the Transferred Assets, Shared Contracts, the Assumed Liabilities or the Acquired Companies.
Transferred Books and Records has the meaning set forth in Section 2.1(j) hereof.