definiens: means all of the following books, documents, reco rds and files of the Seller Parties : ( i ) all books, documents, records a nd files prepared in connection with or relating to the transactions contemplated by this Agreement ; ( ii ) t he charter, qualifications to conduct business as a foreign corporation, arrangements with registered agents re lating to foreign qualification, taxpayer and other identification numbers, seals, minute books, equity holder and equity transfer records and all other si milar records of Seller ; ( iii ) all personnel, employment and medi cal records pertaining to any employee of Seller an d its Affiliates that can not 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 Bus iness ; ( 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 u sed in or primarily held for use in the Business