Excluded Business Records means those of the Business Records that the Seller is required by Law to retain and debtor records other than records relating to the Trade Debts - Seller Group.
Excluded Business Records means all of the following books, documents, records and files of the Seller Parties: (i) all books, documents, records and files prepared in connection with or relating to the transactions contemplated by this Agreement; (ii) the charter, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualification, taxpayer and other identification numbers, seals, minute books, equityholder and equity transfer records and all other similar records of Seller; (iii) all personnel, employment and medical records pertaining to any employee of Seller and its Affiliates that cannot be transferred in compliance with applicable Requirements of Law; (iv) all Tax Returns relating to the Business and any notes, worksheets, files or documents relating thereto; (v) any legal files or other documents that are not primarily related to the Business; (vi) all insurance policies of Seller; (vii) any VAT records of the UK part of the Business; and (viii) books, documents, records and files not primarily used in or primarily held for use in the Business.
Excluded Business Records means the following Business Records: (i) Highly-Sensitive Personal Information; (ii) transaction documents for vehicle purchase or sale transactions occurring prior to the Closing; (iii) employee records and files for Business Employees; and (iv) Tax records relating to periods prior to the Closing.
Examples of Excluded Business Records in a sentence
After the Closing, upon request by Purchaser Parent, the Selling Group Members will provide Purchaser Parent access to Excluded Business Records and permit Purchaser Parent to copy Excluded Business Records.
More Definitions of Excluded Business Records
Excluded Business Records means the Seller’s statutory books and records and all records (including those relating to Taxation) to the extent they relate to (i) personal data in respect of the customers of the Business; or (ii) any business of the Seller’s Group other than the Business or to Taxation;
Excluded Business Records means the Seller's statutory books and accounting records, and all other records which do not relate in any way to the Business (including those relating to Tax) but not including the VAT Records;
Excluded Business Records means all of the following books, documents, records and files of the Seller Parties:
Excluded Business Records means all of the following books, documents, records and files of the Sellers: (a) all books, documents, records and files prepared in connection with or relating to the transactions contemplated by this Agreement; (b) the charter, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualification, taxpayer and other identification numbers, seals, minute books, equityholder and equity transfer records and all other similar records of the Sellers; (c) all personnel, employment and medical records pertaining to any employee of the Company and its Affiliates other than the official human resources personnel file of each Transferred Employee and the information contained on PeopleSoft with respect to each Transferred Employee but excluding all medical records and all records which cannot be transferred in compliance with applicable Law; (d) all Tax Returns relating to the Business and any notes, worksheets, files or documents relating thereto; (e) any legal files or other documents that are not primarily related to the Assumed Liabilities; (f) all insurance policies of the Sellers; (g) any VAT records of the UK part of the Business; (h) other books and records that the Sellers are required by Law to retain; and (i) books, documents, records and files not primarily used in or held for use in the Business.
Excluded Business Records shall have the meaning ascribed to it in Section 1.2(f).
Excluded Business Records means any items that would otherwise constitute Business Records to the extent that any such item: (a) is prohibited or restricted from being transferred or disclosed under any Applicable Law; provided that Seller shall (i) notify Buyer in writing upon identifying any such item, (ii) reasonably consult with Buyer in determining whether such item may be transferred or disclosed to Buyer without contravening Applicable Law and (iii) use its reasonable best efforts to enable such item to be transferred to Buyer without contravening Applicable Law; (b) is subject to the attorney-client privilege, the work product immunity or any other applicable legal privilege or similar doctrine available to Seller and its Affiliates (other than HRS), it being understood that Seller shall (i) notify Buyer in writing upon identifying any such item, (ii) reasonably consult with Buyer in determining whether such item may be transferred or disclosed to Buyer without jeopardizing privilege and (iii) use its reasonable best efforts to enable any such item to be transferred to Buyer without so jeopardizing privilege, including by entering into a customary joint defense agreement or common interest agreement with Buyer; (c) is part of the personnel files or related records of any Business Employee, other than the information described in clauses (a)(i) and (ii) of the definition of Business Records; (d) relates to Taxes of Seller or its Affiliates or is part of any Tax Return of Seller or its Affiliates, except to the extent solely related to HRS; (e) is part of the trading and clearing records maintained by HSD; (f) is part of any internal Investment Asset approval memoranda, internal Investment Asset review, internal Investment Asset valuation or evaluation or other materials prepared by Seller or its Affiliates in connection with underwriting, evaluating or approving any Investment Asset, it being understood that, subject to clause (g), any materials prepared by third parties that were created in connection with and included in any of the foregoing shall not constitute “Excluded Business Records” for purposes of this clause (f); (g) is part of any report prepared by any third party in connection with the servicing of any Real Estate Loan, other than any servicing report with respect to any Real Estate Loan prepared during the twelve (12) month period preceding the date hereof and any such servicing reports received following the date hereof; or (h) relates to the Excluded Assets ...
Excluded Business Records means all records (including those relating to Tax) to the extent they relate to any other business of the Sellers’ Group and the VAT Records;