Books, Records and Files. Buyer and the Sellers agree that the Sellers may maintain copies of any Books, Records and Files that are included in the Purchased Assets and the Purchased Entities. Buyer agrees to retain and maintain such Books, Records and Files related to the Purchased Assets and the Purchased Entities for a period of at least seven (7) years after Closing (plus any additional time during which Buyer has been advised by the Sellers that (i) there is an ongoing Tax audit with respect to periods prior to the Closing or (ii) any such period is otherwise open to assessment; provided that only such Books, Records and Files related to the appropriate Tax audit or period as advised by the Sellers shall be subject to such time extension). During such period, Buyer agrees to give the Sellers and their representatives reasonable cooperation, access (including copies) and staff assistance, as needed, during normal business hours and upon reasonable notice, with respect to the Books, Records and Files delivered to Buyer hereunder, and the Sellers agree to give Buyer and its representatives reasonable cooperation, access and staff assistance, as needed, during normal business hours and upon reasonable notice, with respect to the Books, Records and Files relating to the Business and retained by Sellers, in each case as may be necessary for general business purposes, including the defense of litigation, the preparation of Tax Returns and financial statements and the management and handling of Tax audits; provided that such cooperation, access and assistance does not unreasonably disrupt the normal operations of Buyer or the Sellers or their respective Affiliates.
Books, Records and Files. (a) Subject to Section 2.01(b) and the terms, if any, of the Ancillary Agreements relating to Books, Records and Files, Parent shall transfer all Books, Records and Files, to the extent exclusively used in, or exclusively related to, the Business to Buyer or its Affiliates at the Closing or as soon as practicable thereafter, but may redact any information relating to Excluded Businesses, the Excluded Liabilities or Excluded Assets from such Books, Records and Files. Subject to Section 2.01(b) and the terms, if any, of the Ancillary Agreements relating to Books, Records and Files, to the extent that Books, Records and Files related to the Business include information not exclusively related to the Business, Parent shall provide copies (but may retain the originals) to Buyer of such Books, Records and Files at the Closing or as soon as practicable thereafter.
Books, Records and Files. The Purchaser and the Seller agree that the Seller may maintain copies of any Books, Records and Files that are included in the Purchased Assets and that are delivered to the Purchaser hereunder (but excluding any Books, Records and Files related to any Business Intellectual Property) and the Seller may prepare a comprehensive index and file plan of such Books, Records and Files to the extent required by and in accordance with any bona fide document or record retention policy of the Seller in effect from time to time; provided, that such Books, Records and Files shall remain subject to the other provisions of this Agreement (including those provisions of Section 7.16). The Purchaser agrees to retain and maintain all Books, Records and Files included in the Purchased Assets for a period of at least seven (7) years after the Closing (plus any additional time as required by Law or during which the Purchaser has been advised by the Seller that (i) there is an ongoing Tax audit with respect to periods prior to the Closing or (ii) any such period is otherwise open to assessment; provided that only such Books, Records and Files reasonably related to the appropriate Tax audit or period as advised by the Seller shall be subject to such time extension). During such period, the Purchaser agrees to give the Seller and its representatives reasonable cooperation, access (including copies) and staff assistance, as needed, during normal business hours and upon reasonable notice, with respect to the Books, Records and Files delivered to the Purchaser hereunder, and the Seller agrees to give the Purchaser and its representatives reasonable cooperation, access and staff assistance, as needed, during normal business hours and upon reasonable notice, with respect to the Books, Records and Files relating to the Business and retained by the Seller, in each case as may be necessary for general business purposes, including the defense of litigation, the preparation of Tax returns and financial statements and the management and handling of Tax audits; provided, further that such cooperation, access and assistance shall be conducted at the Seller’s sole cost and expense and shall not unreasonably disrupt the normal operations of the Purchaser or the Seller or their respective Subsidiaries. Notwithstanding anything to the contrary contained in this Agreement, neither the Seller nor any of its respective Subsidiaries shall be required to provide access to or copies of any income Tax R...
Books, Records and Files. Notwithstanding anything to the contrary contained in this Agreement, Parent may retain copies of any Books, Records and Files conveyed pursuant to Section 2.01(a) solely for its use with respect to its businesses other than the Business and may redact any information not related to the Business from any Books, Records and Files and similar materials conveyed pursuant to Section 2.01(a).
Books, Records and Files. The Books, Records and Files related to the Business accurately and fairly reflect the activities of the Business.
Books, Records and Files. (a) Seller shall deliver or otherwise provide to Purchaser (i) on the Closing Date, all Books, Records and Files included in the Purchased Assets kept in electronic form, (ii) as soon as practicable following the completion of each of (x), (y) and (z) below, all Books, Records and Files included in the Purchased Assets kept in physical form and which are used by Seller (and/or its auditors) to (x) complete its audit for the fiscal year ended September 30, 2015, (y) to prepare the Definitive Proxy Statement and (z) complete the financial statements referenced in Section 7.2(b), and (iii) as soon as practicable following Closing, all other Books, Records and Files included in the Purchased Assets kept in physical form. Following Closing, Seller agrees to give Purchaser and its representatives reasonable cooperation and access (including copies), as needed, during normal business hours and upon reasonable notice, with respect to the Books, Records and Files included in the Purchased Assets which are to be delivered following the Closing Date pursuant to this Section 7.9(a), in each case as may be necessary for general business purposes, including the defense of litigation, the preparation of Tax returns and financial statements and the management and handling of Tax audits; provided that such cooperation and access does not unreasonably disrupt the normal operations of Seller or its Affiliates.
Books, Records and Files. Notwithstanding anything to the contrary contained in this Agreement, (i) Parent shall have no obligation to convey any Books, Records and Files or other data and information that Parent or its Affiliates are contractually or otherwise restricted by a third party from providing and (ii) Parent may retain copies of any Registrations and any Books, Records and Files conveyed pursuant to Section 2.01(a) (for its use with respect to its businesses other than the Business) and may redact any information not related to the Business from any Registrations, Books, Records and Files and similar materials conveyed pursuant to Section 2.01(a).
Books, Records and Files. (a) Subject to Section 2.02(b), Guidant shall transfer all Books, Records and Files, to the extent related to the Business, to Abbott or its Affiliates at the Closing or as soon as practicable thereafter. Abbott shall transfer all Books, Records and Files of the Transferred Subsidiaries, to the extent related to the Excluded Businesses, to Guidant or its Affiliates at the Closing or as soon as practicable thereafter. Abbott may redact any information related to the Business from any such Books, Records and Files transferred to Guidant.
Books, Records and Files. Subject to Parent counsel’s retention right in Section 2.01(a)(x)(A) and the terms, if any, of the Ancillary Agreements relating to Books, Records and Files, Parent shall deliver all Transferred Books and Records to Buyer or its Affiliates at the Closing or as soon as practicable thereafter, but may redact any information to the extent relating to the Medical Device Business or Excluded Assets from such Books, Records and Files.
Books, Records and Files. It is understood and agreed that any and all books, records, files and client lists maintained by the Executive in connection with his employment by the Employers is the property of the Employers and not the Executive and shall be made available to authorized officers of the Employers upon request from time to time and shall be returned to the Employers upon the termination of the Executive's employment with the Employers. The books, records and other material referred to in this paragraph shall include, but not be limited to, data maintained in any medium whatsoever, whether paper or electronic and shall include all digitally maintained files. In connection therewith, the Executive shall provide the Employers with all passwords, encryption codes, encryption software and so on, to permit the Employers to access the data maintained digitally on any electronic medium.
