definiens: means all of the following books, documents, recor ds and files of the Sellers : ( a ) all books, documents, records and file s prepared in connection with or relating to the tr ansactions contemplated by this Agreement ; ( b ) the charter, qu alifications to conduct business as a foreign corpo ration, arrangements with registered agents relating to for eign qualification, taxpayer and other identificati on numbers, seals, minute books, equityholder and equity transf er records and all other similar records of the Sel lers ; ( c ) all personnel, employment and medical records pertainin g to any employee of the Company and its Affiliates other than the official human resources personnel file of each Transferred Employee and the information cont ained on PeopleSoft with respect to each Transferred Employe e but excluding all medical records and all records which can not be transferred in compliance with applicable Law ; ( d ) all Tax Returns relating to the Business and any notes, worksheets, files or documents relating ther eto ; ( e ) any legal files or other documents that ar e not primarily related to the Assumed Liabilities ; ( f ) a ll insurance policies of the Sellers ; ( g ) any VAT r ecords of the UK part of the Business ; ( h ) other books and record s that the Sellers are required by Law to retain ; a nd ( i ) books, documents, records and files not primarily used in or held for use in the Business