Common use of Environmental and Health/Safety Matters Clause in Contracts

Environmental and Health/Safety Matters. Except as ---------------------------------------- set forth in Schedule 3.18: ------------- (a) To the best of the Company's knowledge, the operation of the Business is and has at all times been in compliance in all material respects with all applicable Environmental Laws; (b) To the best of the Company's knowledge, the Company has in all material respects obtained, maintained and complied with all environmental permits required for the operation of the Business and such permits will continue to remain in effect without any change to their respective terms and conditions after the Effective Time; (c) No Hazardous Substances have been generated, transported, stored, treated, recycled or otherwise handled in any way in the operation of the Business, except for inventories of raw materials and supplies used or to be used in the ordinary and normal course of operating the Business (all of which were or are stored in all material respects in accordance with applicable Environmental Laws); (d) There are no locations not owned or operated by the Company where Hazardous Substances associated with the operation of the Business have been stored, treated, recycled or disposed of, except for inventories of raw materials and supplies used or to be used in the ordinary and normal course of operating the Business (all of which were or are stored in all material respects in accordance with applicable Environmental Laws); (e) No Hazardous Substances are located on, contained in or otherwise form a part of the assets or properties of the Company, except for inventories of raw materials and supplies used or to be used in the ordinary and normal course of operating the Business (all of which were or are stored in all material respects in accordance with applicable Environmental Laws); (f) There is no past or ongoing release of Hazardous Substances from any of the Owned Real Properties or, to the best of the Company's knowledge, from properties formerly owned or operated by the Company or from other locations where Hazardous Substances associated with the operation of the Business have been or are located except for federally permitted releases (as that term is defined in CERCLA) associated with the operation of the Business; (g) To the best of the Company's knowledge, there is no information indicating that any Person may have impaired health as the result of the operation of the Business or the ownership or use of any assets or properties of the Company or as the result of the release of Hazardous Substances from such assets or properties; (h) The Company has not treated, stored for more than ninety (90) days, or disposed of any hazardous waste, as such term is used within the meaning of the RCRA or similar applicable state or municipal Law; (i) The Company has not received any notice from any Governmental Body or other Person advising that it is potentially responsible for response costs with respect to a release or threatened release of Hazardous Substances; (j) No underground storage tanks are or, to the best of the Company's knowledge, ever were located on any properties owned or leased by it; (k) No Order, litigation, settlement or citation with respect to Hazardous Substances exists with respect to the Company or in connection with the operation of the Business; (l) To the best of the Company's knowledge, there has been no environmental investigation conducted by any Governmental Body with respect to the Company or in connection with the operation of the Business nor is any such investigation pending; and (m) There are no PCBs which are located on, contained in or otherwise form a part of any of the assets or properties of the Company.

Environmental and Health/Safety Matters. Except as ---------------------------------------- set forth in Schedule 3.18: -------------on SCHEDULE 3.19: (a) To the best of the Company's knowledge, the The operation of the Business is and has at all times been in compliance in all material respects with all applicable Environmental Laws;. (b) To the best of the Company's knowledge, the Company Cohig has in all material respects obtained, maintained and complied with all environmental permits Permits required under Environmental Laws for the operation of the Business and such permits Permits will continue to remain in effect without any change to their respective terms and conditions after the Effective TimeTime and, to the extent required under any applicable Environmental Law, will be transferred, re-obtained or otherwise modified by Cohig in such manner as to allow the uninterrupted operation of the Business; (c) SCHEDULE 3.19 hereto sets forth a complete and correct list of all Permits referenced in subparagraph (b) above, copies of which have been delivered to counsel for Eastbrokers; (d) No Hazardous Substances have been generated, transported, stored, treated, recycled recycled, disposed of or otherwise handled in any way in the operation of the Business, except for inventories of raw materials and supplies used or to be used in the ordinary and normal course of operating the Business (all of which were or are stored in all material respects in accordance with applicable Environmental Laws); (de) There are no locations not now owned or operated by the Company Cohig where Hazardous Substances associated with the operation of the Business have been generated, transported, stored, treated, recycled or recycled, disposed of, except for inventories of raw materials and supplies used or to be used in the ordinary and normal course of operating the Business (all of which were or are stored in all material respects in accordance with applicable Environmental Laws); (e) No Hazardous Substances are located on, contained in or otherwise form a part of the assets or properties of the Company, except for inventories of raw materials and supplies used or to be used in the ordinary and normal course of operating the Business (all of which were or are stored in all material respects in accordance with applicable Environmental Laws)handled; (f) There is no past or ongoing release or threat of release of Hazardous Substances from any of the Owned Real Properties properties currently owned or operated by Cohig or any of its Affiliates or, to the best of the Company's knowledgeknowledge of Cohig, from any properties formerly owned or operated by the Company Cohig or from other locations where Hazardous Substances associated with the operation any of the Business have been or are located except for federally permitted releases (as that term is defined in CERCLA) associated with the operation of the Businessits Affiliates; (g) To the best of the Company's knowledge, there is no information indicating that any Person may have impaired health as the result of the operation of the Business or the ownership or use of any assets or properties of the Company or as the result of the release of Hazardous Substances from such assets or properties; (h) The Company Cohig has not treated, stored for more than ninety (90) days, or disposed of any hazardous waste, as such term is used within the meaning of the RCRA or similar applicable state or municipal Law; (ih) The Company Cohig has not received any notice from any Governmental Body Authority, Regulatory Agency or other Person advising that it Cohig is potentially responsible for response costs associated with respect to a any release or threatened release of Hazardous SubstancesSubstances or potentially liable for any violation of any Environmental Law; (ji) No underground storage tanks are or, to the best knowledge of the Company's knowledgeCohig, ever were located on any properties currently or previously owned or leased by itCohig; (kj) No pending or threatened Order, litigation, settlement or citation with respect to Hazardous Substances exists exists, and there is no pending or contingent liability for Hazardous Substances, with respect to the Company or in connection with the operation of the Business; (lk) To the best of the Company's knowledge, there There has been no environmental investigation conducted by any Governmental Body Authority or Regulatory Agency with respect to the Company or in connection with the operation of the Business nor is any such investigation pending; andBusiness; (ml) There are no No PCBs which or asbestos-containing materials are located on, contained in or otherwise form a part of any of the assets or properties of Cohig; and (m) Cohig has delivered to counsel for Eastbrokers all environmental audits, reports and assessments concerning the Companyassets or properties of Cohig which Cohig possesses or reasonably could have obtained.

Environmental and Health/Safety Matters. Except as ---------------------------------------- set forth in Schedule 3.18: -------------SCHEDULE 3.19: (a) To the best of the Company's knowledge, the The operation of the Business is and has at all times been in compliance in all material respects with all applicable Environmental Laws;. (b) To the best of the Company's knowledge, the Company Nxxx Wxxxx has in all material respects obtained, maintained and complied with all environmental permits Permits required under Environmental Laws for the operation of the Business and such permits Permits will continue to remain in effect without any change to their respective terms and conditions after the Effective Time;Time and, to the extent required under any applicable Environmental Law, Nxxx Wxxxx will transfer, re-obtain or otherwise modify such Permits in such manner as to allow the uninterrupted operation of the Business. SCHEDULE 3.19 hereto sets forth a complete and correct list of all Permits referenced in this SECTION 3.19(B), copies of which have been delivered to Quick & Rxxxxx. (c) No Hazardous Substances have been generated, transported, stored, treated, recycled recycled, disposed of or otherwise handled in any way in the operation of the Business, except for inventories of raw materials and supplies used or to be used in the ordinary and normal course of operating the Business (compliance with all of which were or are stored in all material respects in accordance with applicable Environmental Laws); (d) . There are no locations not now owned or operated by the Company Nxxx Wxxxx where Hazardous Substances associated with the operation of the Business have been generated, transported, stored, treated, recycled recycled, disposed of or disposed ofotherwise handled, except for inventories of raw materials and supplies used or to be used in the ordinary and normal course of operating the Business (compliance with all of which were or are stored in all material respects in accordance with applicable Environmental Laws); (e) No Hazardous Substances are located on, contained in or otherwise form a part of the assets or properties of the Company, except for inventories of raw materials and supplies used or to be used in the ordinary and normal course of operating the Business (all of which were or are stored in all material respects in accordance with applicable Environmental Laws); (f) . There is no past or ongoing release or threat of release of Hazardous Substances from any of the Owned Real Properties properties currently owned or operated by Nxxx Wxxxx or any of its affiliates or, to the best knowledge of the Company's knowledgeNxxx Wxxxx, from any properties formerly owned or operated by the Company Nxxx Wxxxx or from other locations where Hazardous Substances associated with the operation any of the Business have been or are located except for federally permitted releases (as that term is defined in CERCLA) associated with the operation of the Business; (g) To the best of the Company's knowledge, there is no information indicating that any Person may have impaired health as the result of the operation of the Business or the ownership or use of any assets or properties of the Company or as the result of the release of Hazardous Substances from such assets or properties; (h) The Company its affiliates. Nxxx Wxxxx has not treated, stored for more than ninety (90) 90 days, or disposed of any hazardous waste, as such term is used within the meaning of the RCRA or similar applicable state or municipal Law;, except in compliance with all applicable Environmental Laws. (id) The Company Nxxx Wxxxx has not received any written notice from any Governmental Body Authority, Regulatory Agency or other Person advising that it Nxxx Wxxxx is potentially responsible for response costs associated with respect to a any release or threatened release of Hazardous Substances; (j) Substances or potentially liable for any violation of any Environmental Law. No underground storage tanks are pending or, to the best knowledge of the Company's knowledgeNxxx Wxxxx, ever were located on any properties owned or leased by it; (k) No threatened Order, litigation, settlement or citation with respect to Hazardous Substances exists with respect to the Company or in connection with the operation of the Business; (l) To the best of the Company's knowledge, there . There has been no environmental investigation conducted by any Governmental Body Authority or Regulatory Agency with respect to the Company or in connection with the operation of the Business nor is any such investigation pending; andBusiness. (me) There No underground storage tanks are or, to the knowledge of Nxxx Wxxxx, ever were located on any properties currently or previously owned or leased by Nxxx Wxxxx. To the knowledge of Nxxx Wxxxx, no PCBs which or asbestos-containing materials are located on, contained in or otherwise form a part of any of the assets or properties of Nxxx Wxxxx. (f) Nxxx Wxxxx has delivered to Quick & Rxxxxx copies of all environmental audits, reports and assessments concerning the Companyassets or properties of Nxxx Wxxxx which Nxxx Wxxxx possesses or which Nxxx Wxxxx has knowledge of and reasonably can obtain.

Environmental and Health/Safety Matters. Except as ---------------------------------------- set forth in Schedule 3.18: -------------3.19: (a) To the best of the Company's knowledge, the The operation of the Business business is and has at all times been in compliance in all material respects with all applicable Environmental Laws;. (b) To the best of the Company's knowledge, the Company Acquiror has in all material respects obtained, maintained and complied with all environmental permits Permits required under Environmental Laws for the operation of the Business and such permits Permits will continue to remain in effect without any change to their respective terms and conditions after the Effective Time;Time and, to the extent required under any applicable Environmental Law, Acquiror will transfer, re-obtain or otherwise modify such Permits in such manner as to allow the uninterrupted operation of the Business. SCHEDULE 3.19 hereto sets forth a complete and correct list of all Permits referenced in this SECTION 3.19(B), copies of which have been delivered to EBonline. (c) No Hazardous Substances have been generated, transported, stored, treated, recycled recycled, disposed of or otherwise handled in any way in the operation of the Business, except for inventories of raw materials and supplies used or to be used in the ordinary and normal course of operating the Business (compliance with all of which were or are stored in all material respects in accordance with applicable Environmental Laws); (d) . There are no locations not now owned or operated by the Company Acquiror where Hazardous Substances associated with the operation of the Business have been generated, transported, stored, treated, recycled recycled, disposed of or disposed ofotherwise handled, except for inventories of raw materials and supplies used or to be used in the ordinary and normal course of operating the Business (compliance with all of which were or are stored in all material respects in accordance with applicable Environmental Laws); (e) No Hazardous Substances are located on, contained in or otherwise form a part of the assets or properties of the Company, except for inventories of raw materials and supplies used or to be used in the ordinary and normal course of operating the Business (all of which were or are stored in all material respects in accordance with applicable Environmental Laws); (f) . There is no past or ongoing release or threat of release of Hazardous Substances from any of the Owned Real Properties properties currently owned or operated by Acquiror or any of its affiliates or, to the best knowledge of the Company's knowledgeAcquiror, from any properties formerly owned or operated by the Company Acquiror or from other locations where Hazardous Substances associated with the operation any of the Business have been or are located except for federally permitted releases (as that term is defined in CERCLA) associated with the operation of the Business; (g) To the best of the Company's knowledge, there is no information indicating that any Person may have impaired health as the result of the operation of the Business or the ownership or use of any assets or properties of the Company or as the result of the release of Hazardous Substances from such assets or properties; (h) The Company its affiliates. Acquiror has not treated, stored for more than ninety (90) 90 days, or disposed of any hazardous waste, as such term is used within the meaning of the RCRA or similar applicable state or municipal Law;, except in compliance with all applicable Environmental Laws. (id) The Company Acquiror has not received any written notice from any Governmental Body Authority, Regulatory Agency or other Person advising that it Acquiror is potentially responsible for response costs associated with respect to a any release or threatened release of Hazardous Substances; (j) Substances or potentially liable for any violation of any Environmental Law. No underground storage tanks are pending or, to the best knowledge of the Company's knowledgeAcquiror, ever were located on any properties owned or leased by it; (k) No threatened Order, litigation, settlement or citation with respect to Hazardous Substances exists with respect to the Company or in connection with the operation of the Business; (l) To the best of the Company's knowledge, there . There has been no environmental investigation conducted by any Governmental Body Authority or Regulatory Agency with respect to the Company or in connection with the operation of the Business nor is any such investigation pending; andBusiness. (me) There No underground storage tanks are or, to the knowledge of Acquiror, ever were located on any properties currently or previously owned or leased by Acquiror. To the knowledge of Acquiror, no PCBs which or asbestos-containing materials are located on, contained in or otherwise form a part of any of the assets or properties of Acquiror. (f) Acquiror has delivered to EBonline copies of all environmental audits, reports and assessments concerning the Companyassets or properties of Acquiror which Acquiror possesses or which Acquiror has knowledge of and reasonably can obtain.

Environmental and Health/Safety Matters. Except as ---------------------------------------- set forth in Schedule 3.18: ------------- (a) To the best Knowledge of the Company's knowledgePrimaryAds, the operation of the Business it is and has at all times been in material compliance with Environmental Laws applicable to assets used in all material respects the Business (“Business Assets”), and the Business and PrimaryAds is not currently liable for any penalties, fines or forfeitures for failure to comply with all applicable Environmental Laws;. (b) To the best of the Company's knowledge, the Company PrimaryAds has in all material respects obtained, maintained or caused to be obtained (except where such failure to obtain has not resulted in a Material Adverse Effect), and, to the Knowledge of PrimaryAds, is in material compliance with, all applicable and complied with all environmental permits material Permits required by Environmental Laws and necessary for the operation of the Business. Copies of such Permits have been provided to THK. There are no administrative or judicial investigations, notices, claims or other proceedings pending or, to the Knowledge of PrimaryAds, threatened by any Governmental Authority or third parties against PrimaryAds or any of the Business and such permits will continue Assets which question the validity or entitlement of PrimaryAds to remain in effect without any change to their respective terms and conditions after the Effective Time;Permit wherein an unfavorable decision, ruling or finding could have a Material Adverse Effect on PrimaryAds. (c) No Hazardous Substances PrimaryAds has neither received nor does it have Knowledge of any non compliance order, warning letter, investigation, notice of violation, claim, suit, action, judgment, or administrative or judicial proceeding pending or threatened against or involving PrimaryAds, issued by any Governmental Authority or third party with respect to any Environmental Laws, which has not been generated, transported, stored, treated, recycled or otherwise handled in any way in resolved to the operation satisfaction of the Business, except for inventories of raw materials issuing Governmental Authority or third party and supplies used or to be used in the ordinary and normal course of operating the Business (all of which were or are stored in all material respects in accordance with applicable Environmental Laws);could have a Material Adverse Effect on PrimaryAds. (d) There are no locations To the Knowledge of PrimaryAds, it has not owned or operated by the Company where Hazardous Substances associated with the operation of the Business have been generated, manufactured, used, recycled, transported, transferred, stored, handled, treated, recycled discharged, Released or disposed of, except nor has it allowed or arranged for inventories any third parties to generate, manufacture, use, recycle transport, transfer, store, handle, treat, discharge, Release or dispose of, Hazardous Substances or other Waste (which, for purposes of raw materials this Section 4.18(d) only, Waste shall include white goods and supplies used recyclable materials) to or at any location, including property currently or previously owned by it, other than a site lawfully allowed or permitted by the Environmental Laws or other applicable requirements of Laws to be used receive such Hazardous Substances or other Waste for such purposes, nor has it performed, arranged for or allowed by any method or procedure such generation, manufacture, use, recycling, transportation, transfer, storage, treatment, spillage, leakage, dumping, discharge, Release or disposal in the ordinary and normal course material contravention of operating the Business (all of which were or are stored in all material respects in accordance with applicable any Environmental Laws);, except such as would not have a Material Adverse Effect on PrimaryAds. (e) No To the Knowledge of PrimaryAds, it neither caused, nor allowed to be caused or permitted, either by action or inaction, a Release or discharge, or threatened Release or discharge, of any material quantity of Hazardous Substance on, into or beneath the surface of any parcel owned or leased by PrimaryAds or to any properties adjacent thereto which would have a Material Adverse Effect on PrimaryAds. To the Knowledge of PrimaryAds, there has neither occurred, nor is there presently occurring, a Release or discharge, or threatened Release or discharge, of any material quantity of Hazardous Substances are located on, contained in into or otherwise form a part beneath the surface of the assets any parcel owned or properties of the Company, except for inventories of raw materials and supplies used leased by PrimaryAds or to be used in the ordinary and normal course of operating the Business (all of any properties adjacent thereto which were or are stored in all material respects in accordance with applicable Environmental Laws);would have a Material Adverse Effect on PrimaryAds. (f) There To the Knowledge of PrimaryAds, it has neither generated, handled, manufactured, treated, stored, used, recycled, shipped, transported, transferred, or disposed of, nor has it allowed or arranged, by contract, agreement or otherwise, for any third parties to generate, handle, manufacture, treat, store, use, recycle, ship, transport, transfer or dispose of, any Hazardous Substances or other Waste to or at a site which, pursuant to Environmental Laws or any similar state law has been placed or been proposed for placement on the National Priorities List or its state equivalent. Neither PrimaryAds nor any Shareholder has received written notice, and neither PrimaryAds nor any Shareholder has knowledge of any facts which could give rise to any notice, that PrimaryAds is no past a potentially responsible party for a federal or ongoing release state environmental cleanup site or for corrective action under Environmental Laws. PrimaryAds has not submitted nor was required to submit any notice pursuant to Section 103(c) of CERCLA with respect to any parcel owned or leased by PrimaryAds. PrimaryAds has not received any written request for information in connection with any federal or state environmental cleanup site, or in connection with any of real property or premises where PrimaryAds has transported, transferred or disposed of Hazardous Substances from Materials or other Wastes. PrimaryAds has neither been required, nor has it undertaken, any response or remedial actions or clean up actions of any kind at the Owned Real Properties orrequest of any Governmental Authorities or at the request of any other third party. To the Knowledge of PrimaryAds it has no material liability under any Environmental Laws for personal injury, to the best of the Company's knowledgeproperty damage, from properties formerly owned natural resource damage, or operated by the Company or from other locations where Hazardous Substances associated with the operation of the Business have been or are located except for federally permitted releases (as that term is defined in CERCLA) associated with the operation of the Business;clean up obligations. (g) To the best Knowledge of the Company's knowledgePrimaryAds, there is are no information indicating that any Person may have impaired health as the result of the operation of the Business Aboveground Storage Tanks or the ownership or use of any assets or properties of the Company or as the result of the release of Hazardous Substances from such assets or properties; (h) The Company has not treated, stored for more than ninety (90) days, or disposed of any hazardous waste, as such term is used within the meaning of the RCRA or similar applicable state or municipal Law; (i) The Company has not received any notice from any Governmental Body or other Person advising that it is potentially responsible for response costs with respect to a release or threatened release of Hazardous Substances; (j) No underground storage tanks are or, to the best of the Company's knowledge, ever were located Underground Storage Tanks on any properties parcel owned or leased by it; (k) No OrderPrimaryAds. For purposes of this Agreement, litigationthe terms “Aboveground Storage Tanks” and “Underground Storage Tanks” shall have the meanings given them in Section 6901 et seq., settlement as amended, of RCRA, or citation with respect to Hazardous Substances exists with respect to the Company any applicable state or in connection with the operation of the Business; (l) To the best of the Company's knowledgelocal statute, there has been no environmental investigation conducted by any Governmental Body with respect to the Company law, ordinance, code, rule, regulation, order ruling, or in connection with the operation of the Business nor is any such investigation pending; and (m) There are no PCBs which are located on, contained in decree governing Aboveground Storage Tanks or otherwise form a part of any of the assets or properties of the CompanyUnderground Storage Tanks.

Environmental and Health/Safety Matters. Except as ---------------------------------------- set forth in Schedule 3.18: -------------3.19: (a) To the best of the Company's knowledge, the The operation of the Business is and has at all times been in compliance in all material respects with all applicable Environmental Laws;. (b) To the best of the Company's knowledge, the Company Xxxxxx has in all material respects obtained, maintained and complied with all environmental permits Permits required under Environmental Laws for the operation of the Business and such permits Permits will continue to remain in effect without any change to their respective terms and conditions after the Effective TimeClosing Date and, to the extent required under any applicable Environmental Law, will be transferred, re-obtained or otherwise modified by Xxxxxx in such manner as to allow the uninterrupted operation of the Business; (c) SCHEDULE 3.19 hereto sets forth a complete and correct list of all Permits referenced in subparagraph (b) above, copies of which have been delivered to counsel for Eastbrokers; (d) No Hazardous Substances have been generated, transported, stored, treated, recycled recycled, disposed of or otherwise handled in any way in the operation of the Business, except for inventories of raw materials and supplies used or to be used in the ordinary and normal course of operating the Business (all of which were or are stored in all material respects in accordance with applicable Environmental Laws); (de) There are no locations not now owned or operated by the Company Xxxxxx where Hazardous Substances associated with the operation of the Business have been generated, transported, stored, treated, recycled or recycled, disposed of, except for inventories of raw materials and supplies used or to be used in the ordinary and normal course of operating the Business (all of which were or are stored in all material respects in accordance with applicable Environmental Laws); (e) No Hazardous Substances are located on, contained in or otherwise form a part of the assets or properties of the Company, except for inventories of raw materials and supplies used or to be used in the ordinary and normal course of operating the Business (all of which were or are stored in all material respects in accordance with applicable Environmental Laws)handled; (f) There is no past or ongoing release or threat of release of Hazardous Substances from any of the Owned Real Properties properties currently owned or operated by Xxxxxx or, to the best of the Company's knowledgeknowledge of Xxxxxx, from any properties formerly owned or operated by the Company or from other locations where Hazardous Substances associated with the operation of the Business have been or are located except for federally permitted releases (as that term is defined in CERCLA) associated with the operation of the BusinessXxxxxx; (g) To the best of the Company's knowledge, there is no information indicating that any Person may have impaired health as the result of the operation of the Business or the ownership or use of any assets or properties of the Company or as the result of the release of Hazardous Substances from such assets or properties; (h) The Company Xxxxxx has not treated, stored for more than ninety (90) days, or disposed of any hazardous waste, as such term is used within the meaning of the RCRA or similar applicable state or municipal Law; (ih) The Company Xxxxxx has not received any notice from any Governmental Body Authority, Regulatory Agency or other Person advising that it Xxxxxx is potentially responsible for response costs associated with respect to a any release or threatened release of Hazardous SubstancesSubstances or potentially liable for any violation of any Environmental Law; (ji) No underground storage tanks are or, to the best knowledge of the Company's knowledgeXxxxxx, ever were located on any properties currently or previously owned or leased by itXxxxxx; (kj) No pending or threatened Order, litigation, settlement or citation with respect to Hazardous Substances exists exists, and there is no pending or contingent liability for Hazardous Substances, with respect to the Company or in connection with the operation of the Business; (lk) To the best of the Company's knowledge, there There has been no environmental investigation conducted by any Governmental Body Authority or Regulatory Agency with respect to the Company or in connection with the operation of the Business nor is any such investigation pending; andBusiness; (ml) There are no No PCBs which or asbestos-containing materials are located on, contained in or otherwise form a part of any of the assets or properties of Xxxxxx; and (m) Xxxxxx has delivered to counsel for Eastbrokers all environmental audits, reports and assessments concerning the Companyassets or properties of Xxxxxx which Xxxxxx possesses or reasonably could have obtained.