SpinCo Books and Records definition

SpinCo Books and Records means all books and records to the extent used in or necessary, as of immediately prior to the Effective Time, for the operation of the SpinCo Business, including financial, employee, and general business operating documents, instruments, papers, books, books of account, records and files and data related thereto (including regulatory dossiers, correspondence and related documentation); provided, that SpinCo Books and Records shall not include material that Parent is not permitted by applicable Law or agreement to disclose or transfer to SpinCo; provided, further, that SpinCo Books and Records shall not include any Intellectual Property Rights or Technology.
Sample 1Sample 2Sample 3
SpinCo Books and Records means the corporate books and records (whether in hard copy or electronic format and including all minute books, corporate charters and bylaws or comparable constitutive documents, records of share issuances and related corporate records) of any member of the SpinCo Group and such other books and records, including operating, accounting, engineering, corporate department and any other written record, whether in hard copy or electronic format, to the extent they primarily relate to the SpinCo Business, the SpinCo Assets or the SpinCo Liabilities, including, without limitation, all such books and records primarily relating to Persons who are employees of the SpinCo Group as of the Distribution Time, the purchase of materials, supplies and services with respect to the SpinCo Business, and dealings with customers of the SpinCo Business, and all files relating to any Action the liability with respect to which is a SpinCo Liability, except that no portion of the books and records of the RemainCo Group containing minutes of meetings of any board of directors of any of them shall be included. Notwithstanding the foregoing, “SpinCo Books and Records” shall not include any Tax Returns or other information, documents or materials relating to Taxes, which Tax Returns and other information, documents and materials are treated in accordance with the provisions of the Tax Sharing Agreement. For the avoidance of doubt, no Information meeting the definition of “SpinCo Books and Records” shall be deemed not to be SpinCo Books and Records because it is provided (or made available) by any member of the SpinCo Group to any member of the RemainCo Group after the Distribution Date in connection with the provision of services by any member of the RemainCo Group pursuant to the SpinCo Transition Services Agreement, or because it is generated, maintained or held in connection with the provision of services by any member of the RemainCo Group pursuant to the SpinCo Transition Services Agreement after the Distribution Date. Furthermore, SpinCo and RemainCo each acknowledge and agree that the SpinCo Books and Records described in the immediately preceding sentence shall belong solely to SpinCo and shall not, as between the Parties, be considered Privileged Information of RemainCo.
Sample 1Sample 2Sample 3
SpinCo Books and Records means books and records which relate to SpinCo, the SpinCo Assets, the SpinCo Liabilities or the conduct of the SpinCo Business;
Sample 1Sample 2Sample 3

Examples of SpinCo Books and Records in a sentence

  • Subject to the provisions of this Section 6.3, RemainCo shall use commercially reasonable efforts to deliver or make available or cause to be delivered or made available to SpinCo all SpinCo Books and Records in the possession of the RemainCo Group, and SpinCo shall use commercially reasonable efforts to deliver or make available or cause to be delivered or made available to RemainCo all RemainCo Books and Records in the possession of the SpinCo Group.

  • No Party will knowingly destroy, or permit any of its Subsidiaries to destroy, any information which the other Party may have the right to obtain pursuant to this Agreement (including the SpinCo Books and Records and Parent Books and Records) prior to the end of the retention period set forth in this Section 7.4(a).

  • As soon as reasonably practicable after the Separation Time, Parent and SpinCo shall agree to a plan with respect to the maintenance and transfer of data that constitutes SpinCo Books and Records and discuss and negotiate such plan in good faith, including whether to further catalog or inventory any data sources that may contain entangled data of both the SpinCo Group and Parent Group or transfer any such material to the other Party or its Group.

  • The SpinCo Books and Records shall be the property of SpinCo, but shall be available to PEI for review and duplication until PEI shall notify SpinCo in writing that such records are no longer of use to PEI.


More Definitions of SpinCo Books and Records

SpinCo Books and Records shall have the meaning set forth in Section 8.1(a).
Sample 1Sample 2Sample 3
SpinCo Books and Records means: (a) all books and records used in or necessary, as of immediately prior to the Separation Time, for the general financial and administrative operation of the SpinCo Business, including financial, tax, employee, and general business operating documents, instruments, papers, books, books of account, records and files and data related thereto (including copies of all SpinCo Product Approvals (and pending applications therefor and applications that are in the process of being prepared as of the Separation Time), together with all regulatory dossiers, related correspondence between either Party or any member of its Group and the applicable Governmental Entity and any other related documentation, files or dossiers relating to the SpinCo Products or the SpinCo Product Approvals and/or to the underlying data or information used to support, maintain or obtain marketing authorization of the underlying SpinCo Products); (b) all books and records related to the SpinCo Business or used by either Party or a member of its Group as of immediately prior to the Separation Time in connection with the development, registration, sourcing, supply chain management, marketing, promotion, sale, distribution, maintenance and warranty of SpinCo Products, including vendor and supplier information and records, customer lists, sales records, e-commerce records and data, customer registration and account information, billing and subscription information, advertising marketing market research, sales and promotional materials, compliance materials including policies and training, customer contracts, terms of use and privacy policies, sales literature catalogs, brochures, sales, warranty and other product information and materials, Web Site content, data, reports, clinical study reports, audit reports, certificates, laboratory notebooks, written notes, standard operating procedures, logs, master label copy, studies, databases, raw or experimental data, records, research records, assay protocols, meeting minutes, charters, meeting plans, preclinical and clinical trial data and documentation (including protocols and any amendments thereto, investigations, brochures, publications, interim and final reports, safety reports, toxicology reports, safety data, raw data, batch records, certificates of analysis, data tables, derived data sets, notes, source documents, files and summaries), investigator lists, distribution lists, files, documents and correspondence, manuals, product drawings, ...
Sample 1Sample 2Sample 3
SpinCo Books and Records means originals or true and complete copies thereof, including electronic copies (if available), of (a) all minute books, certificates of formation, limited liability company agreements, and bylaws or comparable constitutive documents, records of membership interest, unit or share issuances and related records of each SpinCo Group Member, (b) all books and records exclusively relating to (i) SpinCo Employees, (ii) the purchase of materials, supplies and services for the SpinCo Business and (iii) SpinCo Assets, (c) all files relating exclusively to any Action the Liability with respect to which is an SpinCo Liability and (d) all accounting, tax and other legal and business books, records, ledgers and files and all personnel records, in each case, whether printed, electronic, contained on storage media or written, or in any other form, in each case only to the extent relating exclusively to the SpinCo Business. Notwithstanding the foregoing, “SpinCo Books and Records” shall not include any Tax Returns that relate solely to the Viamet Group.
Sample 1Sample 2
SpinCo Books and Records the meaning set forth in Section 1.05(a)(vii).
Sample 1
SpinCo Books and Records. The books and records (including computerized records) of SpinCo and the SpinCo Subsidiaries and all books and records owned by PEI and its Subsidiaries which relate to the SpinCo Business or are necessary to operate the SpinCo Business, including, without limitation, all such books and records relating to SpinCo Employees, all files relating to any Action being assumed by SpinCo as part of the SpinCo Liabilities, original corporate minute books, stock ledgers and certificates and corporate seals, and all licenses, leases, agreements and filings, relating to SpinCo, the SpinCo Subsidiaries or the SpinCo Business (but not including the PEI Books and Records, provided that SpinCo shall have access to, and have the right to obtain duplicate copies of, the PEI Books and Records in accordance with the provisions of Article VII).
Sample 1
SpinCo Books and Records shall not include any Tax Returns or other information, documents or materials relating to Taxes, which Tax Returns and other information, documents and materials are treated in accordance with the provisions of the Tax Sharing Agreement. For the avoidance of doubt, no Information meeting the definition of “SpinCo Books and Records” shall be deemed not to be SpinCo Books and Records because it is provided (or made available) by any member of the SpinCo Group to any member of the RemainCo Group after the Distribution Date in connection with the provision of services by any member of the RemainCo Group pursuant to the SpinCo Transition Services Agreement, or because it is generated, maintained or held in connection with the provision of services by any member of the RemainCo Group pursuant to the SpinCo Transition Services Agreement after the Distribution Date. Furthermore, SpinCo and RemainCo each acknowledge and agree that the SpinCo Books and Records described in the immediately preceding sentence shall belong solely to SpinCo and shall not, as between the Parties, be considered Privileged Information of RemainCo.
Sample 1

Related to SpinCo Books and Records

  • Transferred Books and Records has the meaning set forth in Section 1.1(f).

  • Books and Records means all books, records, board minutes, contracts, licenses, insurance policies, environmental audits, business plans, files, computer files, computer discs and other data and software storage and media devices, accounting books and records, financial statements (actual and pro forma), filings with Governmental Authorities and any and all records and instruments relating to the Collateral or otherwise necessary or helpful in the collection thereof or the realization thereupon.

  • Excluded Books and Records has the meaning set forth in Section 2.2(a).

  • Records means any written or recorded information, regardless of physical form or characteristics, which is produced or acquired by the Party in the performance of this agreement. Records produced or acquired in a machine readable electronic format shall be maintained in that format. The records described shall be made available at reasonable times during the period of the Agreement and for three years thereafter or for any period required by law for inspection by any authorized representatives of the State or Federal Government. If any litigation, claim, or audit is started before the expiration of the three-year period, the records shall be retained until all litigation, claims or audit findings involving the records have been resolved.

  • Tax Records means any Tax Returns, Tax Return workpapers, documentation relating to any Tax Contests, and any other books of account or records (whether or not in written, electronic or other tangible or intangible forms and whether or not stored on electronic or any other medium) required to be maintained under the Code or other applicable Tax Laws or under any record retention agreement with any Tax Authority.

  • Accounting Records means the general ledger and subsidiary ledgers and supporting schedules which support the general ledger balances.

  • Business Records means, in respect of any Person, all data and Records relating to such Person, including client and customer lists and Records, referral sources, research and development reports and Records, cost information, sales and pricing data, customer prospect lists, customer and vendor data, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, personnel Records (subject to Applicable Law), creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and records.

  • Files and Records means all files and records of Seller relating to the Business, whether in hard copy or magnetic or other format including customer and supplier lists and records; equipment maintenance records; equipment warranty information; plant plans, specifications and drawings; sales and advertising material; computer software; technical and research analyses; engineering, sales, marketing and other studies, data and plans; bid information; quality assurance records; and records relating to those employees of Seller who may become employed by Purchaser following the Closing.

  • Books means books and records (including each Grantor’s Records indicating, summarizing, or evidencing such Grantor’s assets (including the Collateral) or liabilities, each Grantor’s Records relating to such Grantor’s business operations or financial condition, and each Grantor’s goods or General Intangibles related to such information).

  • Computer Records means the computer records generated by the Servicer that provide information relating to the Loans and that were used by the Originator in selecting the Loans conveyed to the Trust Depositor pursuant to Section 2.01 (and any Substitute Loans conveyed to the Trust Depositor pursuant to Section 2.04).

  • Financial Records means any document or summary of information contained in a document, including electronic documents, that contains information about the financial activities or position of a person including, but not limited to, information about the assets, balance sheets, budgets, cash flow, earnings, revenue, expenditures, income, investments, losses, liabilities, payroll, profits, retained earnings, or taxes.

  • Pupil Records Means both of the following: (1) Any information that directly relates to a pupil that is maintained by LEA and (2) any information acquired directly from the pupil through the use of instructional software or applications assigned to the pupil by a teacher or other local educational LEA employee.

  • Client Records has the meaning set forth in Section 3.14.

  • Account Records is defined in Section 1(a)(i) of the Administration Agreement.

  • Criminal history record information means records and data collected by criminal justice agencies

  • Monthly Records means all records and data maintained by the Servicer with respect to the Receivables, including the following with respect to each Receivable: the account number; the originating Dealer; Obligor name; Obligor address; Obligor home phone number; Obligor business phone number; original Principal Balance; original term; Annual Percentage Rate; current Principal Balance; current remaining term; origination date; first payment date; final scheduled payment date; next payment due date; date of most recent payment; new/used classification; collateral description; days currently delinquent; number of contract extensions (months) to date; amount of Scheduled Receivables Payment; and past due late charges.

  • Student Records Means both of the following: (1) Any information that directly relates to a student that is maintained by LEA and (2) any information acquired directly from the student through the use of instructional software or applications assigned to the student by a teacher or other LEA employee. For the purposes of this Agreement, Student Records shall be the same as Educational Records, and Covered Information, all of which are deemed Student Data for the purposes of this Agreement. Service Agreement: Refers to the Contract or Purchase Order to which this DPA supplements and modifies.

  • Personnel means persons hired by the Service Provider or by any Subcontractor as employees and assigned to the performance of the Services or any part there of;

  • Excluded Records means any and all:

  • Corporate Records means the corporate records of a corporation, including (i) its articles, notice of articles or other constating documents, any unanimous shareholders agreement and any amendments thereto; (ii) all minutes of meetings and resolutions of shareholders, directors and any committee thereof; (iii) the share certificate books, register of shareholders, register of transfers and registers of directors and officers; and

  • Share Books means the books maintained by the Auction Agent setting forth at all times a current list, as determined by the Auction Agent, of Existing Holders of the APS.

  • Personnel record means a record kept by the employer that identifies the employee, to the extent that the record is used or has been used, or may affect or be used relative to that employee's qualifications for employment, promotion, transfer, additional compensation, or disciplinary action. A personnel record shall include a record in the possession of a person, corporation, partnership, or other association who has a contractual agreement with the employer to keep or supply a personnel record as provided in this subdivision. A personnel record shall not include:

  • Company’s Reports means (i) the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 as filed with the SEC, including the audited financial statements contained therein; (ii) the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, as filed with the SEC, including the unaudited financial statements contained therein, and (iii) the Company’s public reports for the year ended December 31, 2019 and the period ended June 30, 2020, as filed with the FRB as required by regulations of the FRB.

  • Property records means the records created and maintained by the contractor in support of its stewardship responsibilities for the management of Government property.

  • University Records means records or record systems that Proposer (1) creates, (2) receives from or on behalf of University, or (3) has access, and which may contain confidential information (including credit card information, social security numbers, and private health information (PHI) subject to Health Insurance Portability and Accountability Act (HIPAA) of 1996 (Public Law 104-191), or education records subject to the Family Educational Rights and Privacy Act (FERPA). General Protection of University Records

  • Open Book Data means complete and accurate financial and non-financial information which is sufficient to enable the Customer to verify the Call Off Contract Charges already paid or payable and Call Off Contract Charges forecast to be paid during the remainder of this Call Off Contract, including details and all assumptions relating to: the Supplier’s Costs broken down against each Good and/or Service and/or Deliverable, including actual capital expenditure (including capital replacement costs); operating expenditure relating to the provision of the Goods and/or Services including an analysis showing: the unit costs and quantity of Goods and any other consumables and bought-in services; manpower resources broken down into the number and grade/role of all Supplier Personnel (free of any contingency) together with a list of agreed rates against each manpower grade; a list of Costs underpinning those rates for each manpower grade, being the agreed rate less the Supplier’s Profit Margin; and Overheads; all interest, expenses and any other third party financing costs incurred in relation to the provision of the Services; the Supplier Profit achieved over the Call Off Contract Period and on an annual basis; confirmation that all methods of Cost apportionment and Overhead allocation are consistent with and not more onerous than such methods applied generally by the Supplier; an explanation of the type and value of risk and contingencies associated with the provision of the Goods and/or Services, including the amount of money attributed to each risk and/or contingency; and the actual Costs profile for each Service Period.