Common use of Note to Draft Clause in Contracts

Note to Draft. Parties to discuss entering into a lease or sublease for certain spaces where a longer term arrangement may be contemplated. Facility in such repair and condition as required by this Agreement and/or a third-party lease, Xxxxxxx may undertake reasonable actions to establish such condition and repair, and shall be reimbursed for its reasonable costs associated with delivering over such Facility in substantially the same repair and condition as existing on the Effective Date. (c) Newco agrees that Newco or its Affiliates shall not make and shall cause their respective personnel, contractors, invitees and licensees to refrain from making, any alterations or improvements to any Xxxxxxx Facility, except as otherwise permitted by Xxxxxxx in writing; provided, however, that Newco or its Affiliates shall not require Xxxxxxx consent in connection with non-structural cosmetic changes or other immaterial alterations or improvements. (d) Xxxxxxx and its Affiliates, and the landlord in respect of the third-party lease in which the applicable Xxxxxxx Facility is located, shall have (i) such access as provided in the applicable lease and (ii) otherwise reasonable access to Newco’s and its Affiliates’ space at the Xxxxxxx Facility from time to time as reasonably necessary in accordance with past practice; (e) Newco agrees to maintain, and to cause its Affiliates to maintain, commercially appropriate and customary levels (in no event less than what is required by the landlord of the tenant under the relevant third-party lease) of property and liability insurance in respect of the premises occupied in each Xxxxxxx Facility and the activities conducted thereon; provided for any Xxxxxxx Facility, to the extent Newco reimburses Xxxxxxx for an allocable share of property insurance costs in respect of a property insurance policy for such Xxxxxxx Facility, Newco shall not be required to maintain a separate policy of property insurance. (f) Newco shall, and shall cause its Affiliates and their respective personnel, contractors, invitees and licensees to, comply with (i) all Applicable Laws relating to their use or occupation of any Xxxxxxx Facility including those relating to environmental, health and workplace safety matters, (ii) Xxxxxxx’x generally applicable site rules, regulations, policies and procedures (if any) which have been provided in writing to Newco as of the Effective Date and (iii) any applicable requirements of such third-party lease governing any Xxxxxxx Facility which have been provided to Newco in writing as of the Effective Date; and (g) The rights granted in this Section 12 shall be in the nature of a limited right and shall not create a leasehold or other estate or possessory right in any of Newco or its Affiliates or their respective representatives, contractors, invitees or licensees, with respect to any Xxxxxxx Facility and, except as expressly provided herein, shall not include any right of sub-license or sub-leasehold to any third party. (h) Notwithstanding anything herein to the contrary, where required by local law or otherwise beneficial to the Parties, the provision of Xxxxxxx Facility Services or access to an Xxxxxxx Facility may be separately documented in a sublease or other document (as reasonably agreed by the Parties) with material terms substantively consistent with those described in this Agreement (with such modifications as are reasonably required to comply with local law requirements).

Note to Draft. Parties to discuss entering into a lease or sublease for certain spaces where a longer term arrangement may be contemplated. Facility in such repair and condition as required by this Agreement and/or a third-party lease, Xxxxxxx may undertake reasonable actions to establish such condition and repair, and shall be reimbursed for its reasonable costs associated with delivering over such Facility in substantially the same repair and condition as existing on the Effective Date. (c) Newco agrees that Newco or its Affiliates shall not make and shall cause their respective personnel, contractors, invitees and licensees to refrain from making, any alterations or improvements to any Xxxxxxx Facility, except as otherwise permitted by Xxxxxxx in writing; provided, however, that Newco or its Affiliates shall not require Xxxxxxx consent in connection with non-structural cosmetic changes or other immaterial alterations or improvements. (d) Xxxxxxx and its Affiliates, and the landlord in respect of the third-party lease in which the applicable Xxxxxxx Facility is located, shall have (i) such access as provided in the applicable lease and (ii) otherwise reasonable access to Newco’s and its Affiliates’ space at the Xxxxxxx Facility from time to time as reasonably necessary in accordance with past practice; (e) Newco agrees to maintain, and to cause its Affiliates to maintain, commercially appropriate and customary levels (in no event less than what is required by the landlord of the tenant under the relevant third-party lease) of property and liability insurance in respect of the premises occupied in each Xxxxxxx Facility and the activities conducted thereon; provided for any Xxxxxxx Facility, to the extent Newco reimburses Xxxxxxx for an allocable share of property insurance costs in respect of a property insurance policy for such Xxxxxxx Facility, Newco shall not be required to maintain a separate policy of property insurance. (f) Newco shall, and shall cause its Affiliates and their respective personnel, contractors, invitees and licensees to, comply with (i) all Applicable Laws relating to their use or occupation of any Xxxxxxx Facility including those relating to environmental, health and workplace safety matters, (ii) Xxxxxxx’x generally applicable site rules, regulations, policies and procedures (if any) which have been provided in writing to Newco as of the Effective Date and (iii) any applicable requirements of such third-party lease governing any Xxxxxxx Facility which have been provided to Newco in writing as of the Effective Date; and (g) The the rights granted in this Section 12 shall be in the nature of a limited right and shall not create a leasehold or other estate or possessory right in any of Newco or its Affiliates or their respective representatives, contractors, invitees or licensees, with respect to any Xxxxxxx Facility and, except as expressly provided herein, shall not include any right of sub-license or sub-leasehold to any third party. (h) Notwithstanding anything herein to the contrary, where required by local law or otherwise beneficial to the Parties, the provision of Xxxxxxx Facility Services or access to an Xxxxxxx Facility may be separately documented in a sublease or other document (as reasonably agreed by the Parties) with material terms substantively consistent with those described in this Agreement (with such modifications as are reasonably required to comply with local law requirements).

Note to Draft. Parties to discuss entering into a lease or sublease for certain spaces where a longer term arrangement may be contemplated. Facility in such repair and condition as required by this Agreement and/or a third-party lease, Xxxxxxx may undertake reasonable actions to establish such condition and repair, and shall be reimbursed for its reasonable costs associated with delivering over such Facility in substantially the same repair and condition as existing on the Effective Date. (c) Newco agrees that Newco or its Affiliates shall not make and shall cause their respective personnel, contractors, invitees and licensees to refrain from making, any alterations or improvements to any Xxxxxxx Exxxxxx Facility, except as otherwise permitted by Xxxxxxx Exxxxxx in writing; provided, however, that Newco or its Affiliates shall not require Xxxxxxx Exxxxxx consent in connection with non-structural cosmetic changes or other immaterial alterations or improvements. (d) Xxxxxxx Exxxxxx and its Affiliates, and the landlord in respect of the third-party lease in which the applicable Xxxxxxx Exxxxxx Facility is located, shall have (i) such access as provided in the applicable lease and (ii) otherwise reasonable access to Newco’s and its Affiliates’ space at the Xxxxxxx Exxxxxx Facility from time to time as reasonably necessary in accordance with past practice; (e) Newco agrees to maintain, and to cause its Affiliates to maintain, commercially appropriate and customary levels (in no event less than what is required by the landlord of the tenant under the relevant third-party lease) of property and liability insurance in respect of the premises occupied in each Xxxxxxx Exxxxxx Facility and the activities conducted thereon; provided for any Xxxxxxx Exxxxxx Facility, to the extent Newco reimburses Xxxxxxx Exxxxxx for an allocable share of property insurance costs in respect of a property insurance policy for such Xxxxxxx Exxxxxx Facility, Newco shall not be required to maintain a separate policy of property insurance. (f) Newco shall, and shall cause its Affiliates and their respective personnel, contractors, invitees and licensees to, comply with (i) all Applicable Laws relating to their use or occupation of any Xxxxxxx Exxxxxx Facility including those relating to environmental, health and workplace safety matters, (ii) Xxxxxxx’x Exxxxxx’x generally applicable site rules, regulations, policies and procedures (if any) which have been provided in writing to Newco as of the Effective Date and (iii) any applicable requirements of such third-party lease governing any Xxxxxxx Exxxxxx Facility which have been provided to Newco in writing as of the Effective Date; and (g) The rights granted in this Section 12 shall be in the nature of a limited right and shall not create a leasehold or other estate or possessory right in any of Newco or its Affiliates or their respective representatives, contractors, invitees or licensees, with respect to any Xxxxxxx Emerson Facility and, except as expressly provided herein, shall not include any right of sub-license or sub-leasehold to any third party. (h) Notwithstanding anything herein to the contrary, where required by local law or otherwise beneficial to the Parties, the provision of Xxxxxxx Emerson Facility Services or access to an Xxxxxxx Emerson Facility may be separately documented in a sublease or other document (as reasonably agreed by the Parties) with material terms substantively consistent with those described in this Agreement (with such modifications as are reasonably required to comply with local law requirements).

Note to Draft. Parties to discuss entering into a lease or sublease for certain spaces where a longer term arrangement may be contemplated. Facility in such repair and condition as required by this Agreement and/or a third-party lease, Xxxxxxx may undertake reasonable actions to establish such condition and repair, and shall be reimbursed for its reasonable costs associated with delivering over such Facility in substantially the same repair and condition as existing on the Effective Date. (c) Newco agrees that Newco or its Affiliates shall not make and shall cause their respective personnel, contractors, invitees and licensees to refrain from making, any alterations or improvements to any Xxxxxxx Facility, except as otherwise permitted by Xxxxxxx in writing; provided, however, that Newco or its Affiliates shall not require Xxxxxxx consent in connection with non-structural cosmetic changes or other immaterial alterations or improvements. (d) Xxxxxxx and its Affiliates, and the landlord in respect of the third-party lease in which the applicable Xxxxxxx Facility is located, shall have (i) such access as provided in the applicable lease and (ii) otherwise reasonable access to Newco’s and its Affiliates’ space at the Xxxxxxx Facility from time to time as reasonably necessary in accordance with past practice; (e) Newco agrees to maintain, and to cause its Affiliates to maintain, commercially appropriate and customary levels (in no event less than what is required by the landlord of the tenant under the relevant third-party lease) of property and liability insurance in respect of the premises occupied in each Xxxxxxx Facility and the activities conducted thereon; provided for any Xxxxxxx Facility, to the extent Newco reimburses Xxxxxxx for an allocable share of property insurance costs in respect of a property insurance policy for such Xxxxxxx Facility, Newco shall not be required to maintain a separate policy of property insurance. (f) Newco shall, and shall cause its Affiliates and their respective personnel, contractors, invitees and licensees to, comply with (i) all Applicable Laws relating to their use or occupation of any Xxxxxxx Facility including those relating to environmental, health and workplace safety matters, (ii) Xxxxxxx’x generally applicable site rules, regulations, policies and procedures (if any) which have been provided in writing to Newco as of the Effective Date and (iii) any applicable requirements of such third-party lease governing any Xxxxxxx Facility which have been provided to Newco in writing as of the Effective Date; and (g) The rights granted in this Section 12 shall be in the nature of a limited right and shall not create a leasehold or other estate or possessory right in any of Newco or its Affiliates or their respective representatives, contractors, invitees or licensees, with respect to any Xxxxxxx Facility and, except as expressly provided herein, shall not include any right of sub-license or sub-leasehold to any third party. (h) Notwithstanding anything herein to the contrary, where required by local law or otherwise beneficial to the Parties, the provision of Xxxxxxx Facility Services or access to an Xxxxxxx Facility may be separately documented in a sublease or other document (as reasonably agreed by the Parties) with material terms substantively consistent with those described in this Agreement (with such modifications as are reasonably required to comply with local law requirements).

Note to Draft. Parties Prior to discuss entering into a lease or sublease for certain spaces where a longer term arrangement may be contemplated. Facility in such repair and condition as required by this Agreement and/or a third-party leasethe Closing, Xxxxxxx may undertake reasonable actions and Aspen shall cooperate in good faith to establish such condition finalize the TSA Schedules reflecting Service Charges generally reflecting Xxxxxxx’x actual costs and repair, the exhibits to the Transition Services Agreement as soon as reasonably practicable after the signing of the Transaction Agreement. operation of the Echo Business and shall natural extensions or evolutions thereof. Services will not be reimbursed for its reasonable costs associated with delivering over such Facility provided in substantially any location or jurisdiction to the same repair and condition as existing on extent the Effective Date. (c) Newco agrees that Newco provision of any or its Affiliates shall not make and shall cause their respective personnel, contractors, invitees and licensees all of the Services to refrain from making, any alterations an unrelated legal entity or improvements to any Xxxxxxx Facility, except as otherwise permitted by Xxxxxxx in writingbusiness is illegal; provided, however, that in any such event, Xxxxxxx as promptly as commercially practicable shall notify Newco, and the Parties shall use their commercially reasonable efforts to develop, at Newco’s reasonable cost and expense (subject to Newco’s prior written approval), a work-around arrangement that is reasonably acceptable to Newco; provided, further, that in any such event, Xxxxxxx as promptly as commercially practicable shall use commercially reasonable efforts to perform, at Newco’s reasonable cost and expense (subject to Newco’s prior written approval), such Services through alternative means in accordance with Applicable Laws, and if not practicable, the Parties shall use commercially reasonable efforts, at Newco’s reasonable cost and expense (subject to Newco’s prior written approval), to minimize the impact, and negotiate in good faith to provide, at Newco’s reasonable cost and expense (subject to Newco’s prior written approval), a commercially reasonable alternative arrangement reasonably acceptable to Newco. The standard for such Services shall be as set forth in Section 3. (b) If a service (i) was provided by Xxxxxxx or an Xxxxxxx Retained Subsidiary (or a third party on its or their behalf) to the Echo Business during the twelve (12) months prior to the Closing, (ii) cannot reasonably be obtained by Newco from a third party and (iii) is not included in Schedule [•] (Excluded Services) (any such service, an “Omitted Service”), Newco may submit a written notice describing such service to Xxxxxxx within six (6) months after the Effective Date (or, for Omitted Services that are performed on a quarterly, annual or its Affiliates other cyclical basis, within sixty (60) days after such Omitted Service would have been provided under the first of such cycle to occur following the Effective Date). Promptly following receipt of such written notice, Xxxxxxx shall not require commence providing such Omitted Service under the terms of this Agreement, such Omitted Service shall be promptly documented in writing by the Parties as an amendment to the TSA Schedule and such Omitted Service shall be included in the Services. For the avoidance of doubt, the Service Charges applicable to any Omitted Service will be reasonably determined consistent with the methodology used to determine the Service Charges for similar Services. (c) Xxxxxxx consent will notify Newco and in good faith use reasonable efforts to obtain any Consents from any third party that may be required in connection with nonthe performance of Xxxxxxx’x obligations hereunder, including the provision of the Services, in each case, with each Party bearing fifty percent (50%) of any out-structural cosmetic changes or other immaterial alterations or improvementsof-pocket third-party costs and expenses associated with obtaining the applicable Consents; provided that in the event any necessary Consents cannot be obtained by Xxxxxxx despite its commercially reasonable efforts, Xxxxxxx as promptly as commercially practicable shall inform Newco, and the Parties shall develop and implement a commercially reasonable alternative arrangement reasonably acceptable to Newco, with each Party bearing fifty percent (50%) of any set-up costs for such arrangement. (d) Xxxxxxx and its AffiliatesManagement of, and control over, the landlord in respect provision of the third-party lease Services provided hereunder (including the determination or designation at any time of the equipment, employees and other resources of Xxxxxxx, its Affiliates or any Subcontractor to be used in which connection with the applicable Xxxxxxx Facility is locatedprovision of such Services) shall reside solely with Xxxxxxx. Without limiting the generality of the foregoing, shall have (i) such access except as provided in the TSA Schedules, all labor matters relating to any employees of Xxxxxxx, its Affiliates and any Subcontractor shall be within the exclusive control of such entity, and Newco shall not have any rights with respect to such matters. Except as provided in the TSA Schedules, Xxxxxxx shall be solely responsible for the payment of all salary and benefits and all Taxes (including income tax, social security taxes, unemployment compensation, workers’ compensation tax, other employment taxes or withholdings) and premiums and remittances with respect to employees used to provide any Services hereunder. (e) All procedures, methods, systems, strategies, tools, equipment, facilities and other resources used by Xxxxxxx, its Affiliates, or any Subcontractor in connection with the provision of Services (other than any such items being the property of Newco that are provided by Newco to Xxxxxxx to facilitate Xxxxxxx’x provision of the Services to Newco) hereunder shall remain the property of Xxxxxxx, its Affiliates or such Subcontractor and shall at all times be under the sole direction and control of Xxxxxxx, its Affiliates or such Subcontractor. Newco may not resell, license the use of or otherwise permit the use by others of any Services, except with the prior written consent of Xxxxxxx. Notwithstanding the foregoing, (i) all property, including all Intellectual Property, materials, equipment, samples, third-party licenses (or Intellectual Property licensed thereunder), software, hardware, servers and Confidential Information, (x) disclosed or provided by Newco to Xxxxxxx, its Affiliates or Subcontractors pursuant to this Agreement, together with Intellectual Property or data output generated by or on behalf of Xxxxxxx for Newco in the performance of the Services to the extent exclusively relating to the Echo Business as conducted during the Transition Period, is and shall remain the exclusive property of Newco or its Affiliates and its suppliers, as applicable lease and (ii) all property, including all Intellectual Property, materials, equipment, samples, third-party licenses (or Intellectual Property licensed thereunder), software, hardware, servers and Confidential Information, disclosed or provided by Newco to Xxxxxxx, its Affiliates or Subcontractors pursuant to this Agreement to the extent relating to the businesses of Xxxxxxx or the Xxxxxxx Retained Subsidiaries or otherwise reasonable access not exclusively relating to the Echo Business or (y) disclosed or provided by Xxxxxxx to Newco’s , its Affiliates or Subcontractors pursuant to this Agreement, other than Intellectual Property generated by or on behalf of Xxxxxxx for Newco in the performance of the Services to the extent exclusively relating to the Echo Business as conducted during the Transition Period, in each case, is and shall remain the exclusive property of Xxxxxxx or its Affiliates and its Affiliates’ space at suppliers, as applicable. Subject to the Xxxxxxx Facility from time terms of this Agreement, each Party hereby grants to time as reasonably necessary the other Party a non-exclusive, worldwide, fully paid-up, royalty-free, non-transferable (except in accordance with past practice; Section 18(g)) license, without the right to sublicense (e) Newco agrees except as necessary to maintainreceive the Services or to subcontract the provision of Services in accordance with Section 1(a)), and to cause its Affiliates to maintain, commercially appropriate and customary levels (in no event less than what is required by solely during the landlord of the tenant under the relevant third-party lease) of property and liability insurance in respect of the premises occupied in each Xxxxxxx Facility and the activities conducted thereon; provided for any Xxxxxxx FacilityTransition Period, to use, reproduce, modify, create derivative works of, perform, display, transmit and otherwise exploit any Intellectual Property (other than Trademarks) provided pursuant to this Agreement solely to perform or receive the extent Newco reimburses Xxxxxxx for an allocable share of property insurance costs in respect of a property insurance policy for such Xxxxxxx FacilityServices, Newco shall not be required to maintain a separate policy of property insuranceas applicable. (f) Newco shallEXCEPT AS EXPRESSLY SET FORTH IN SECTION 1(e), and shall cause its Affiliates and their respective personnelNO LICENSES OR ANY OTHER RIGHT, contractorsTITLE OR INTEREST IN OR TO ANY INTELLECTUAL PROPERTY ARE GRANTED TO EITHER PARTY OR ANY OF ITS AFFILIATES UNDER THIS AGREEMENT, invitees and licensees toWHETHER BY IMPLICATION, comply with (i) all Applicable Laws relating to their use or occupation of any Xxxxxxx Facility including those relating to environmentalESTOPPEL, health and workplace safety mattersEXHAUSTION OR OTHERWISE, (ii) Xxxxxxx’x generally applicable site rulesAND EACH PARTY RETAINS AND RESERVES ANY AND ALL RIGHT, regulations, policies and procedures (if any) which have been provided in writing to Newco as of the Effective Date and (iii) any applicable requirements of such third-party lease governing any Xxxxxxx Facility which have been provided to Newco in writing as of the Effective Date; and (g) The rights granted in this Section 12 shall be in the nature of a limited right and shall not create a leasehold or other estate or possessory right in any of Newco or its Affiliates or their respective representatives, contractors, invitees or licensees, with respect to any Xxxxxxx Facility and, except as expressly provided herein, shall not include any right of sub-license or sub-leasehold to any third partyTITLE AND INTEREST NOT EXPRESSLY GRANTED UNDER THIS AGREEMENT. (h) Notwithstanding anything herein to the contrary, where required by local law or otherwise beneficial to the Parties, the provision of Xxxxxxx Facility Services or access to an Xxxxxxx Facility may be separately documented in a sublease or other document (as reasonably agreed by the Parties) with material terms substantively consistent with those described in this Agreement (with such modifications as are reasonably required to comply with local law requirements).

Note to Draft. Parties Prior to discuss entering into a lease the Closing, Exxxxxx and Aspen shall cooperate in good faith to finalize the TSA Schedules reflecting Service Charges generally reflecting Exxxxxx’x actual costs and the exhibits to the Transition Services Agreement as soon as reasonably practicable after the signing of the Transaction Agreement. operation of the Echo Business and natural extensions or sublease for certain spaces where a longer term arrangement may evolutions thereof. Services will not be contemplated. Facility provided in such repair and condition as required by this Agreement and/or a third-party lease, Xxxxxxx may undertake reasonable actions any location or jurisdiction to establish such condition and repair, and shall be reimbursed for its reasonable costs associated with delivering over such Facility in substantially the same repair and condition as existing on extent the Effective Date. (c) Newco agrees that Newco provision of any or its Affiliates shall not make and shall cause their respective personnel, contractors, invitees and licensees all of the Services to refrain from making, any alterations an unrelated legal entity or improvements to any Xxxxxxx Facility, except as otherwise permitted by Xxxxxxx in writingbusiness is illegal; provided, however, that in any such event, Exxxxxx as promptly as commercially practicable shall notify Newco, and the Parties shall use their commercially reasonable efforts to develop, at Newco’s reasonable cost and expense (subject to Newco’s prior written approval), a work-around arrangement that is reasonably acceptable to Newco; provided, further, that in any such event, Exxxxxx as promptly as commercially practicable shall use commercially reasonable efforts to perform, at Newco’s reasonable cost and expense (subject to Newco’s prior written approval), such Services through alternative means in accordance with Applicable Laws, and if not practicable, the Parties shall use commercially reasonable efforts, at Newco’s reasonable cost and expense (subject to Newco’s prior written approval), to minimize the impact, and negotiate in good faith to provide, at Newco’s reasonable cost and expense (subject to Newco’s prior written approval), a commercially reasonable alternative arrangement reasonably acceptable to Newco. The standard for such Services shall be as set forth in Section 3. (b) If a service (i) was provided by Exxxxxx or an Exxxxxx Retained Subsidiary (or a third party on its or their behalf) to the Echo Business during the twelve (12) months prior to the Closing, (ii) cannot reasonably be obtained by Newco from a third party and (iii) is not included in Schedule [●] (Excluded Services) (any such service, an “Omitted Service”), Newco may submit a written notice describing such service to Exxxxxx within six (6) months after the Effective Date (or, for Omitted Services that are performed on a quarterly, annual or its Affiliates other cyclical basis, within sixty (60) days after such Omitted Service would have been provided under the first of such cycle to occur following the Effective Date). Promptly following receipt of such written notice, Exxxxxx shall not require Xxxxxxx consent commence providing such Omitted Service under the terms of this Agreement, such Omitted Service shall be promptly documented in writing by the Parties as an amendment to the TSA Schedule and such Omitted Service shall be included in the Services. For the avoidance of doubt, the Service Charges applicable to any Omitted Service will be reasonably determined consistent with the methodology used to determine the Service Charges for similar Services. (c) Exxxxxx will notify Newco and in good faith use reasonable efforts to obtain any Consents from any third party that may be required in connection with nonthe performance of Exxxxxx’x obligations hereunder, including the provision of the Services, in each case, with each Party bearing fifty percent (50%) of any out-structural cosmetic changes or other immaterial alterations or improvementsof-pocket third-party costs and expenses associated with obtaining the applicable Consents; provided that in the event any necessary Consents cannot be obtained by Exxxxxx despite its commercially reasonable efforts, Exxxxxx as promptly as commercially practicable shall inform Newco, and the Parties shall develop and implement a commercially reasonable alternative arrangement reasonably acceptable to Newco, with each Party bearing fifty percent (50%) of any set-up costs for such arrangement. (d) Xxxxxxx and its AffiliatesManagement of, and control over, the landlord in respect provision of the third-party lease Services provided hereunder (including the determination or designation at any time of the equipment, employees and other resources of Exxxxxx, its Affiliates or any Subcontractor to be used in which connection with the applicable Xxxxxxx Facility is locatedprovision of such Services) shall reside solely with Exxxxxx. Without limiting the generality of the foregoing, shall have (i) such access except as provided in the TSA Schedules, all labor matters relating to any employees of Exxxxxx, its Affiliates and any Subcontractor shall be within the exclusive control of such entity, and Newco shall not have any rights with respect to such matters. Except as provided in the TSA Schedules, Exxxxxx shall be solely responsible for the payment of all salary and benefits and all Taxes (including income tax, social security taxes, unemployment compensation, workers’ compensation tax, other employment taxes or withholdings) and premiums and remittances with respect to employees used to provide any Services hereunder. (e) All procedures, methods, systems, strategies, tools, equipment, facilities and other resources used by Exxxxxx, its Affiliates, or any Subcontractor in connection with the provision of Services (other than any such items being the property of Newco that are provided by Newco to Exxxxxx to facilitate Exxxxxx’x provision of the Services to Newco) hereunder shall remain the property of Exxxxxx, its Affiliates or such Subcontractor and shall at all times be under the sole direction and control of Exxxxxx, its Affiliates or such Subcontractor. Newco may not resell, license the use of or otherwise permit the use by others of any Services, except with the prior written consent of Exxxxxx. Notwithstanding the foregoing, (i) all property, including all Intellectual Property, materials, equipment, samples, third-party licenses (or Intellectual Property licensed thereunder), software, hardware, servers and Confidential Information, (x) disclosed or provided by Newco to Exxxxxx, its Affiliates or Subcontractors pursuant to this Agreement, together with Intellectual Property or data output generated by or on behalf of Exxxxxx for Newco in the performance of the Services to the extent exclusively relating to the Echo Business as conducted during the Transition Period, is and shall remain the exclusive property of Newco or its Affiliates and its suppliers, as applicable lease and (ii) all property, including all Intellectual Property, materials, equipment, samples, third-party licenses (or Intellectual Property licensed thereunder), software, hardware, servers and Confidential Information, disclosed or provided by Newco to Exxxxxx, its Affiliates or Subcontractors pursuant to this Agreement to the extent relating to the businesses of Exxxxxx or the Exxxxxx Retained Subsidiaries or otherwise reasonable access not exclusively relating to the Echo Business or (y) disclosed or provided by Exxxxxx to Newco’s , its Affiliates or Subcontractors pursuant to this Agreement, other than Intellectual Property generated by or on behalf of Exxxxxx for Newco in the performance of the Services to the extent exclusively relating to the Echo Business as conducted during the Transition Period, in each case, is and shall remain the exclusive property of Exxxxxx or its Affiliates and its Affiliates’ space at suppliers, as applicable. Subject to the Xxxxxxx Facility from time terms of this Agreement, each Party hereby grants to time as reasonably necessary the other Party a non-exclusive, worldwide, fully paid-up, royalty-free, non-transferable (except in accordance with past practice; Section 18(g)) license, without the right to sublicense (e) Newco agrees except as necessary to maintainreceive the Services or to subcontract the provision of Services in accordance with Section 1(a)), and to cause its Affiliates to maintain, commercially appropriate and customary levels (in no event less than what is required by solely during the landlord of the tenant under the relevant third-party lease) of property and liability insurance in respect of the premises occupied in each Xxxxxxx Facility and the activities conducted thereon; provided for any Xxxxxxx FacilityTransition Period, to use, reproduce, modify, create derivative works of, perform, display, transmit and otherwise exploit any Intellectual Property (other than Trademarks) provided pursuant to this Agreement solely to perform or receive the extent Newco reimburses Xxxxxxx for an allocable share of property insurance costs in respect of a property insurance policy for such Xxxxxxx FacilityServices, Newco shall not be required to maintain a separate policy of property insuranceas applicable. (f) Newco shallEXCEPT AS EXPRESSLY SET FORTH IN SECTION 1(e), and shall cause its Affiliates and their respective personnelNO LICENSES OR ANY OTHER RIGHT, contractorsTITLE OR INTEREST IN OR TO ANY INTELLECTUAL PROPERTY ARE GRANTED TO EITHER PARTY OR ANY OF ITS AFFILIATES UNDER THIS AGREEMENT, invitees and licensees toWHETHER BY IMPLICATION, comply with (i) all Applicable Laws relating to their use or occupation of any Xxxxxxx Facility including those relating to environmentalESTOPPEL, health and workplace safety mattersEXHAUSTION OR OTHERWISE, (ii) Xxxxxxx’x generally applicable site rulesAND EACH PARTY RETAINS AND RESERVES ANY AND ALL RIGHT, regulations, policies and procedures (if any) which have been provided in writing to Newco as of the Effective Date and (iii) any applicable requirements of such third-party lease governing any Xxxxxxx Facility which have been provided to Newco in writing as of the Effective Date; and (g) The rights granted in this Section 12 shall be in the nature of a limited right and shall not create a leasehold or other estate or possessory right in any of Newco or its Affiliates or their respective representatives, contractors, invitees or licensees, with respect to any Xxxxxxx Facility and, except as expressly provided herein, shall not include any right of sub-license or sub-leasehold to any third partyTITLE AND INTEREST NOT EXPRESSLY GRANTED UNDER THIS AGREEMENT. (h) Notwithstanding anything herein to the contrary, where required by local law or otherwise beneficial to the Parties, the provision of Xxxxxxx Facility Services or access to an Xxxxxxx Facility may be separately documented in a sublease or other document (as reasonably agreed by the Parties) with material terms substantively consistent with those described in this Agreement (with such modifications as are reasonably required to comply with local law requirements).