Commingled Books and Records. Prior to the Closing, Trimble shall use commercially reasonable efforts: (i) to separate the books and records (including data and datasets) related to the Business from the books and records (including data and data sets) related to any retained business of Trimble that are commingled or maintained together; and (ii) to deliver to the Company at the Closing the portion of such books and records to the extent related to the Business. To the extent that any such books and records have not been separated prior to the Closing, then (a) Trimble shall use commercially reasonable efforts (i) to complete such separation as promptly as practicable following the Closing Date and prior to the end of the term of the Transition Services Agreement, (ii) to deliver to the Company the books and records related to the Business as promptly as practical after the completion of such separation and (iii) until such separation is complete, provide the Company and its Affiliates with reasonable access to such books and records.
Commingled Books and Records. Seller shall, and shall cause the Seller Group to, promptly following the Agreement Date and prior to the date that is three (3) months after the Closing Date, use commercially reasonable efforts to (i) identify all Transferred Books and Records not already in the possession of the Transferred Entities, including any Transferred Books and Records that are commingled with the books, records, data, files and papers of the other businesses of Seller and the Seller Group (such commingled books and records, the “Commingled Books and Records”), (ii) separate and segregate the Commingled Books and Records (to the extent reasonably practicable), and (iii) deliver the Transferred Books and Records and the separated and segregated Commingled Books and Records to the Transferred Entities no later than the date that is three (3) months after the Closing Date; provided, however, that, in lieu of separating and segregating Commingled Books and Records, Seller may redact from such Commingled Books and Records such information to the extent not related to the Business and deliver to Buyer copies of such redacted Commingled Books and Records in accordance with clause (iii) above.
Commingled Books and Records. Prior to the Closing, Exxxxxx and Rxxx shall cooperate in good faith to determine a mutually acceptable plan for separating books, records, information, data, data sets, files and papers that are related to both the Business and the Retained Business and are commingled or maintained together (collectively, the “Commingled Books and Records”) into books, records, information, data, data sets, files and papers (i) related solely to the Retained Business and (ii) related solely to the Business. Exxxxxx and Rxxx shall cooperate with each other in good faith and use their respective commercially reasonable efforts to separate any Commingled Books and Records in accordance with such plan.
Commingled Books and Records. 116 7.23 Stand Up Costs; Pre-Closing Matters ................................................................. 117 7.24 Specified Entity Put Option ................................................................................ 118 7.25
Commingled Books and Records. Prior to the Closing (or, solely with respect to the Brazil Business, prior to the Deferred Brazil Closing), Trimble shall use commercially reasonable efforts: (i) to separate the books and records (including data and datasets) related to the Business from the books and records (including data and data sets) related to any retained business of Trimble that are commingled or maintained together; and (ii) to deliver to the Company at the Closing or at the Deferred Brazil Closing, as the case may be, the portion of such books and records to the extent related to the Business or the Brazil Business, as applicable. To the extent that any such books and records have not been separated prior to the Closing (or, solely with respect to the
Commingled Books and Records. Prior to the Closing (or, solely with respect to the Brazil Business, prior to the Deferred Brazil Closing), Trimble shall use commercially reasonable efforts: (i) to separate the books and records (including data and datasets) related to the Business from the books and records (including data and data sets) related to any retained business of Trimble that are commingled or maintained together; and (ii) to deliver to the Company at the Closing or at the Deferred Brazil Closing, as the case may be, the portion of such books and records to the extent related to the Business or the Brazil Business, as applicable. To the extent that any such books and records have not been separated prior to the Closing (or, solely with respect to the Brazil Business, prior to the Deferred Brazil Closing), then (a) Trimble shall use commercially reasonable efforts (i) to complete such separation as promptly as practicable following the Closing Date or the Deferred Brazil Closing Date, as the case may be, and prior to the end of the term of the Transition Services Agreement, (ii) to deliver to the Company the books and records related to the Business or the Brazil Business, as the case may be, as promptly as practical after the completion of such separation and (iii) until such separation is complete, provide the Company and its Affiliates with reasonable access to such books and records.
