Excluded Documents means, with respect to each Property, all (a) Intellectual Property Rights, (b) all insurance policies owned or obtained by such Property’s Seller on behalf or in connection with such Seller’s business at the Property, (c) the corporate minute books and stock registers of such Seller or its Affiliates, (d) internal memoranda or analyses prepared by or for such Seller or its Affiliates in connection with the sale of such Property, including tax returns or financial statements of such Seller (but exclusive of operating statements and the general ledger of such Property and any supporting information which shall be available for review by Purchaser), (e) communications between such Seller or any Affiliate and their respective attorneys, (f) appraisals, assessments or other valuations of such Property in the possession or control of such Seller, (g) structural reviews of the Properties and (h) original bills, invoices, receipts and checks related to expenses incurred prior to Closing (provided, however, that Sellers shall make available to Purchaser copies of the items described in clause (h)).
Excluded Documents means any documents involving any purchase and escrow agreements and correspondence pertaining to Seller’s acquisition of the Property (other than documents pertaining to the physical or environmental condition of the Real Property), any documents pertaining to the potential acquisition of the Property by any past or prospective purchasers (other than documents relating to the physical or environmental condition of Real Property), any third party purchase inquiries and correspondence, appraisals of the Property, internal budgets or financial projections, and any other internal documents (other than documents relating to the physical or environmental condition of Real Property).
Excluded Documents means with respect to each Property, all (a) Proprietary Information, (b) internal memoranda, correspondence, analyses, documents or reports prepared by or for the owner of the Property or any affiliate of owner of the Property in connection with the Merger Transactions or otherwise, including, without limitation, tax returns or financial statements of the Company Parties or Owner of a Hotel (exclusive of operating statements of the Hotel which shall be available for review by Parent and any other tax returns or financial statements required to be delivered or made available to Parent) for or in connection with the ownership or operation of the Property, (c) communications between the Company Parties or any Affiliates and their attorneys or other agents or representatives, (d) employee personnel files of Owner of a Hotel and the manager of the Hotel, (e) appraisals, assessments or other valuations of the Property in the possession of the Company Parties, (f) original bills, invoices, receipts and checks relating to expenses incurred prior to the Cut-Off Time (provided that Parent shall be entitled to copies of such items), and (g) any confidential or proprietary information of any of the Company Parties in the Company Parties’ possession, in each case however embodied.
Examples of Excluded Documents in a sentence
In no event shall Seller be obligated to deliver any Excluded Documents to Buyer.
Notwithstanding anything in this Section 4.1 to the contrary, Seller shall have no obligation to make available to Buyer, and Buyer shall have no right to inspect or make copies of, any of the Excluded Documents.
Notwithstanding anything in this Section 4.2 to the contrary, Property Owner shall have no obligation to make available to CBL/OP and CBL/OP's authorized agents, consultants, contractors and representatives, and CBL/OP and CBL/OP's authorized agents and representatives shall have no right to inspect or make copies of, any of the Excluded Documents.
Following the Effective Date, Property Owner shall direct Property Owner's Property Manager to make available to CBL/OP at the Property Manager's office, or at the on-site management office at the Real Property, all of those documents and property records relating solely to the Property, other than the Excluded Documents, which are in the possession of Property Owner's Property Manager.
If at any time within three (3) years after Closing Buyer requests a specific record or document that was not delivered prior to, at or after Closing, Seller shall use commercially reasonable efforts to locate and provide the same to Buyer within thirty (30) days of Buyer’s request, provided that this obligation shall not include Excluded Documents and Retained Records.
More Definitions of Excluded Documents
Excluded Documents means (a) any purchase and escrow agreements and correspondence pertaining to Property Owner's acquisition of the Property (other than documents pertaining to the physical or environmental condition of the Real Property), (b) any documents pertaining to the potential acquisition of the Property by any past or prospective purchasers (other than documents relating to the physical or environmental condition of the Real Property), (c) any third party purchase inquiries and correspondence, appraisals or economic evaluations of the Property, (d) Property Owner's organizational documents and records, internal budgets, financial projections, reports or correspondence prepared by Property Owner or by Property Owner's advisor exclusively for Property Owner or Property Owner's constituent principals and any other internal documents (other than documents relating to the physical, financial or environmental condition of the Real Property), (e) any personnel records and files maintained by or on behalf of Property Owner with respect to individuals, if any, employed at or in connection with the Real Property which Property Owner is obligated by law or otherwise to keep confidential, and (f) any documents or materials which are the subject of a confidentiality obligation. If any document or material subject to a confidentiality obligation will be binding on CBL/OP after the Closing, Property Owner shall use its best efforts to obtain any required consents to disclose the same to CBL/OP and will notify CBL/OP if there are any such documents or materials for which it has not been able to obtain such consent. Notwithstanding anything in this Section 4.2 to the contrary, Property Owner shall have no obligation to make available to CBL/OP and CBL/OP's authorized agents, consultants, contractors and representatives, and CBL/OP and CBL/OP's authorized agents and representatives shall have no right to inspect or make copies of, any of the Excluded Documents.
Excluded Documents means all Documents that (i) constitute Excluded Privacy Documents, (ii) relate to the formation, qualifications to conduct business as a foreign corporation or other legal entity, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, stock transfer books, stock ledgers, stock certificates, by-laws and other documents relating to the organization and existence of any Seller as a corporation or other legal entity, as applicable, together with analogous documentation or (iii) relate to any of the Seller’s employees and contain personally identifiable information about such individual.
Excluded Documents means all files, documents, instruments, papers, books, reports and records related to customers, suppliers, marketing documentation (including sales brochures, flyers, pamphlets, web pages, etc.), and other similar materials, of the Seller.
Excluded Documents means, with respect to each Property, all (a) Proprietary Information (except to the extent of Purchaser’s rights to use same in accordance with this Agreement), (b) Intellectual Property Rights, (c) all insurance policies owned or obtained by such Property’s Seller on behalf or in connection with such Seller’s business at the Property, (d) the corporate minute books and stock registers of such Seller or its Affiliates, (e) internal memoranda, correspondence, analyses, documents or reports prepared by or for such Seller or its Affiliates in connection with the sale of such Property (exclusive of third party environmental, reports), including, without limitation, tax returns or financial statements of such Seller (exclusive of operating statements and the general ledger of such Property and any supporting information which shall be available for review by Purchaser) for or in connection with its ownership or operation of such Property, (f) privileged communications between such Seller or any Affiliate and their respective attorneys, (g) appraisals, assessments or other valuations of such Property in the possession or control of such Seller, (h) structural reviews of the Properties, and (i) original bills, invoices, receipts and checks relating to expenses incurred prior to the Closing.
Excluded Documents. All (a) financial statements and information, internal memoranda, correspondence, analyses, documents or reports prepared by or for Seller or any affiliate of Seller in connection with this Agreement or otherwise, including, without limitation, tax returns and financial statements of Seller (exclusive of operating statements of the Hotel which shall be provided to Purchaser, records and information necessary to honor the Bookings in accordance with this Agreement, or otherwise relating to the Contracts assumed by Purchaser in accordance with this Agreement), (b) communications between Seller or any affiliate and its attorneys or other agents or representatives, (c) employee personnel files of Seller and the manager of the Hotel unless the Employee consents, in a writing reasonably satisfactory to Seller, to the release or disclosure thereof, (d) appraisals, assessments or other valuations of the Real Property in the possession of Seller, (e) original bills, invoices, receipts and checks relating to expenses incurred prior to the Cut-Off Time (provided that Purchaser shall be entitled to copies of such items), and (f) any confidential or proprietary information of Tarsadia Hotels in Seller’s possession, in each case however embodied.
Excluded Documents means (a) all minute books, organizational documents, stock registers and such other books and records of Seller as pertain to ownership, organization or existence of Seller and duplicate copies thereof, (b) all personnel and other files of Seller pertaining to any of its employees or former employees, including any Transferred Employees, (c) all (i) other books and records that Seller is required by Law to retain or that Seller determines are necessary or advisable to retain, (ii) information management systems of Seller, other than those used exclusively in the conduct of the Business and (iii) documents relating to proposals to acquire the Business by any Persons and (d) all Tax Returns and financial statements of Seller and the Business and all records (including working papers) related thereto.
Excluded Documents means (a) any documents involving Sellers' financing or refinancing of the Properties (other than documents pertaining to the physical or environmental condition of the Properties and other than documents pertaining to the Loans), (b) any purchase and escrow agreements and correspondence pertaining to Sellers' acquisition of the Properties (other than documents pertaining to the physical or environmental condition of the Properties), (c) any documents pertaining to the potential acquisition of the Properties by any past or prospective purchasers (other than documents relating to the physical or environmental condition of the Properties), (d) any third party purchase inquiries and correspondence, appraisals or economic evaluations of the Properties, (e) Sellers' organizational documents and records, internal budgets, financial projections, reports or correspondence prepared by Seller or Sellers' advisors exclusively for Sellers or Sellers' constituent entities and any other internal documents (other than documents relating to the physical or environmental conditions of the Properties), (f) any personnel records and files maintained by or on behalf of Sellers with respect to individuals, if any, employed at or in connection with the Properties which Sellers are obligated by law or otherwise to keep confidential, and (g) any documents or materials which are subject to the attorney/client privilege or which are the subject of a confidentiality obligation. Notwithstanding anything in Section 4.1.2 to the contrary, Sellers shall have no obligation to make available to Buyer and Buyer's authorized agents and representatives, and Buyer and Buyer's authorized agents and representatives shall have no right to inspect to make copies of, any of the Excluded Documents.