Excluded Books and Records has the meaning set forth in Section 2.2(a).
Transferred Books and Records means, in respect of a Seller, all books, ledgers, files, reports, plans, records, manuals and other materials (in any form or medium) to the extent of, or maintained predominantly for, that Seller’s Contributed Business by that Seller’s Group (excluding its Target Group Companies) (other than emails), but excluding:
Borrower’s Books are all Borrower’s books and records including ledgers, federal and state tax returns, records regarding Borrower’s assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information.
Digital books means works that are generally recognized in the ordinary and usual sense as books.
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.
Adult bookstore or “adult video store” means a commercial establishment that, as one of its principal business purposes, offers for sale or rental for any form of consideration any one or more of the following:
Stock 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 AMPS.
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).
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.
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.
Correspondence means any written and/or electronic communication exchanged between two or more parties;
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.
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.
Data Room Information means the information and documents listed in the index of documents contained in the Data Site attached to the Company Disclosure Letter;
Personnel records means those records pertaining to any- one who is directly retained or employed by an intermediary in connection with insurance including subagents, secretaries, phone solicitors, and independent contractors.
Accounting Records means the general ledger and subsidiary ledgers and supporting schedules which support the general ledger balances.
Business Records means all files, documents, instruments, papers, books, reports, records, tapes, microfilms, photographs, letters, ledgers, journals, financial statements, technical documentation (design specifications, functional requirements, operating instructions, logic manuals, flow charts, etc.), user documentation (installation guides, user manuals, training materials, release notes, working papers, etc.), Tax Returns, other Tax work papers and files and other documents in whatever form, physical, electronic or otherwise.
Business Hours means the hours from 9.00am to 5.00pm on a Business Day.
Normal Business Hours means 8:00 a.m. to 5:00 p.m., EST/EDT, on Business Days.
Privacy Statements means, collectively, all of the Company’s and the Company Subsidiaries’ publicly posted privacy policies (including if posted on the Company’s or the Company Subsidiaries’ products and services) regarding the collection, use, disclosure, transfer, storage, maintenance, retention, deletion, disposal, modification or processing of Personal Data.
Accurate means all Critical Inventory Attributes are correctly and completely populated in the CMDB Inventory of Record. “Critical Inventory Attributes” means those database fields in an Inventory Record that are essential for Service Provider’s successful delivery of Service and necessary for DIR’s successful performance of retained responsibilities, including architecture, IT planning, and reconciliation of invoices. The Critical Inventory Attributes are maintained in the SMM. “CMDB Inventory of Record” means the inventory of CIs, including all Equipment and Software, to be created and maintained by Service Provider in accordance with the SMM. “Inventory Record” means the record for a single item of Equipment or Software in the Inventory of Record, including all of the Critical Inventory Attributes for that item. METRIC EXCLUSIONS N/A HOURS OF MEASUREMENT N/A DAYS OF MEASUREMENT N/A MINIMUM SERVICE LEVEL 95.00% EXPECTED SERVICE LEVEL 98.00% ALGORITHM The Service Level calculation for “CMDB Accuracy – Data Center” is the total number of CMDB Inventory Records that are validated during the applicable Measurement Window and that are Accurate, divided by the total number of Inventory Records that are validated during the applicable Measurement Window, with the result expressed as a percentage. COLLECTION PROCESS The sample of inventory records will be pulled from the MSI CMDB using an approved random sampling method each month. Through standard reconciliation processes, the random sampling is compared with current electronically discovered data as provided by Service Provider. Critical Inventory Attributes will be documented in the Service Management Manual. The number of accurate CMDB Inventory Records based on measurement criteria will be determined and entered into ServiceFlow by the MSI Asset Management Team, along with the total number of CMDB Inventory Records in the sample set, via ServiceFlow Web Form. ServiceFlow will calculate the SLA result based on the Web Form data. Supporting documentation containing details of the assets validated will be attached to the Web Form. REPORTING TOOLS SCP discovery tools MSI CMDB MSI ServiceFlow RAW DATA STORAGE (ARCHIVES) Data used to calculate the SLA results for reporting will be stored in the ServiceFlow application database, which will be accessible to authorized users via inherent report drill-down functionality for a rolling 13 months. An additional 23 months of data is archived and can be made available via ServiceFlow upon request by DIR. PERFORMANCE CATEGORY Cross Functional METRIC OWNER METRIC REPORTING Monthly Quarterly Semi Annual License and Maintenance Renewal Timeliness – Data Center 3-A R1.3.5D 0 SERVICE LEVEL TYPE Critical Service Level
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.
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.
Transit (“transiting”) means movement through an area.
Locations mean one or more of the healthcare or other facilities owned by the Borrower on the Property as identified on Schedule 1.1(a) hereto.
Agent Office means the designated office of the Agent, which office, as of the date of this Agreement, is the office of the Initial Note A-1 Holder listed on Exhibit B hereto, and which is the address to which notices to and correspondence with the Agent should be directed. The Agent may change the address of its designated office by notice to the Note Holders.