Common use of Properties; Sufficiency of Assets Clause in Contracts

Properties; Sufficiency of Assets. (a) Except as would not reasonably be expected to have, individually or in the aggregate, an Exxxxxx Material Adverse Effect, Exxxxxx and its Subsidiaries have, and after giving effect to the Pre-Closing Restructuring, the Exxxxxx Contributed Subsidiaries will have, good title to, or valid leasehold interests in, (i) all property and assets reflected on the Echo Business Balance Sheet or acquired after the Echo Business Balance Sheet Date, except as have been disposed of since the Echo Business Balance Sheet Date in the ordinary course of business consistent with past practice, and (ii) after giving effect to the Pre-Closing Restructuring, all Exxxxxx Contributed Assets shall be free and clear of all Liens, except Permitted Liens. (b) Except as would not reasonably be expected to have, individually or in the aggregate, an Exxxxxx Material Adverse Effect, (i) each Lease under which Exxxxxx or any of its Subsidiaries leases, subleases, licenses, uses, occupies or has any interest in any real property held by an Exxxxxx Contributed Subsidiary after giving effect to the Pre-Closing Restructuring is valid and in full force and effect and free and clear of all Liens, except Permitted Liens; and (ii) neither Exxxxxx nor any of its Subsidiaries, nor to Exxxxxx’x knowledge any other party to any such Lease, has violated any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default under the provisions of any such Lease, and neither Exxxxxx nor any of its Subsidiaries has received notice that it has breached, violated or defaulted under any such Lease. (c) Except as would not reasonably be expected to be, individually or in the aggregate, material to the Echo Business, neither Exxxxxx nor any of its Subsidiaries have leased or otherwise granted to any Person the right to use or occupy all or a portion of any real property in which Newco, Merger Subsidiary or an Exxxxxx Contributed Subsidiary (after giving effect to the Pre-Closing Restructuring) holds a real property interest (other than any such interests provided pursuant to the Ancillary Agreements). (d) The properties and assets of Newco, Merger Subsidiary and the Exxxxxx Contributed Subsidiaries (including, after giving effect to the Pre-Closing Restructuring, the Exxxxxx Contributed Assets, and taking into account any property and services to be provided under the Ancillary Agreements and the Intellectual Property licensed under Section ‎7.17(b)) constitute in all material respects all of the property and assets that are owned, licensed or controlled by Exxxxxx or any of its Affiliates as of the Closing Date that are reasonably necessary for the conduct of the Echo Business as conducted as of the date hereof and as of the Closing Date. The properties and assets of Newco, Merger Subsidiary and the Exxxxxx Contributed Subsidiaries (including, after giving effect to the Pre-Closing Restructuring, the Exxxxxx Contributed Assets and taking into account the Intellectual Property licensed under Section ‎7.17(b)), together with the Echo Business Employees and with any property and services to be provided by Exxxxxx and the Exxxxxx Retained Subsidiaries to Newco, Merger Subsidiary or the Exxxxxx Contributed Subsidiaries under the Ancillary Agreements (and if applicable, the Commercial Agreement Term Sheet), comprise all of the assets, personnel and properties that would be necessary and sufficient in all material respects for Newco to conduct the Echo Business in substantially the same manner as conducted as of the date hereof and as of the Closing Date. Other than with respect to Intellectual Property, none of the Exxxxxx Excluded Assets are owned, used or held for use primarily in the conduct of the Echo Business. (e) Except as would not reasonably be expected to have, individually or in the aggregate, an Exxxxxx Material Adverse Effect, each of the properties and assets of Newco, Merger Subsidiary and the Exxxxxx Contributed Subsidiaries (including, after giving effect to the Pre-Closing Restructuring, the Exxxxxx Contributed Assets) that is material personal property is in all material respects in operable condition and repair, subject to normal wear and tear or refurbishments in the ordinary course and obsolescence in the ordinary course. (f) Section ‎4.13(f) of the Exxxxxx Disclosure Schedule sets forth an accurate and complete list of all Exxxxxx Material Leases as of the date of this Agreement, together with the use, address, landlord and tenant for each such Lease. (g) Section ‎4.13(g) of the Exxxxxx Disclosure Schedule sets forth an accurate and complete list of all Exxxxxx Material Owned Real Property as of the date of this Agreement, together with the use, address and owner of such real property.

Properties; Sufficiency of Assets. (a) Except as would not reasonably be expected to havebe, individually or in the aggregate, an Exxxxxx Material Adverse Effectmaterial to Bridge Media, Exxxxxx and its Subsidiaries have, and after giving effect to the Pre-Closing Restructuring, the Exxxxxx Contributed Subsidiaries will have, (i) Bridge Media has good title to, or valid leasehold interests in, (i) all property and assets reflected on the Echo Business Bridge Media Balance Sheet or acquired after the Echo Business Bridge Media Balance Sheet Date, except as have been disposed of since the Echo Business Bridge Media Balance Sheet Date in the ordinary course of business consistent with past practice, practice and (ii) after giving effect to the Pre-Closing Restructuring, all Exxxxxx Contributed Assets shall be such properties and assets are free and clear of all Liens, except Permitted Liens. (b) Except as would not reasonably be expected to havebe, individually or in the aggregate, an Exxxxxx Material Adverse Effectmaterial to Bridge Media, (i) each Lease under which Exxxxxx or any of its Subsidiaries Bridge Media leases, subleases, licenses, sublicenses, uses, occupies or has any interest in any real property held by an Exxxxxx Contributed Subsidiary after giving effect to the Pre-Closing Restructuring is valid and in full force and effect and free and clear of all Liens, except Permitted Liens; , and (ii) neither Exxxxxx nor any of its SubsidiariesBridge Media nor, nor to Exxxxxx’x knowledge Simplify’ s knowledge, any other party to any such Lease, has violated any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default under the provisions of any such Lease, and neither Exxxxxx nor any of its Subsidiaries Bridge Media has not received written notice that it has breached, violated or defaulted under any such Lease. (c) . Except as would not reasonably be expected to be, individually or in the aggregate, material to the Echo BusinessBridge Media, neither Exxxxxx nor any of its Subsidiaries have Bridge Media has not leased or otherwise granted to any Person the right to use or occupy all or a any portion of any real property in which Newco, Merger Subsidiary or an Exxxxxx Contributed Subsidiary (after giving effect to the Pre-Closing Restructuring) Bridge Media holds a real property interest interest. Section ‎4.13(b)(i) of the Bridge Media Disclosure Schedule sets forth an accurate and complete list of all Bridge Media Material Leases as of the date of this Agreement, together with the use, address, landlord and tenant for each such Lease. Section 4.13(b)(ii) of the Bridge Media Disclosure Schedule sets forth a correct and complete list of all real property owned by Bridge Media (the “Bridge Media Owned Real Property”). Bridge Media has good and marketable title to all Bridge Media Owned Real Property. Except as would not reasonably be expected to be, individually or in the aggregate, material to Bridge Media, Bridge Media has not received written notice that any Bridge Media Owned Real Property is (i) subject to any condemnation or eminent domain proceedings or (ii) located in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards or being located within the one-hundred-year floodplain. Bridge Media has made available to Arena true, correct and complete copies of all leases, subleases and other than agreements under which Bridge Media uses or occupies or has the right to use or occupy, now or in the future, any such interests provided pursuant real property or facility, including all modifications, amendments and, to the Ancillary Agreements)extent in Bridge Media’s actual possession and control, all material supplements thereto. (dc) The properties and assets (tangible and intangible) of NewcoBridge Media set forth on Section 4.13(c) of the Bridge Media Disclosure Schedule (the “Scheduled Assets”) constitute, Merger Subsidiary and the Exxxxxx Contributed Subsidiaries (including, after giving effect to the Pre-Closing Restructuring, the Exxxxxx Contributed Assets, and taking into account any property and services to be provided under the Ancillary Agreements and the Intellectual Property licensed under Section ‎7.17(b)) constitute in all material respects respects, all of the property and assets that are owned, licensed or controlled by Exxxxxx or any of its Affiliates as of the Closing Date that are reasonably necessary for for, and used by Bridge Media in, the conduct of the Echo Bridge Media Business as conducted as of the date hereof and as of the Closing Date. The properties and assets of Newco, Merger Subsidiary Scheduled Assets and the Exxxxxx Contributed Subsidiaries (including, after giving effect to the Pre-Closing Restructuring, the Exxxxxx Contributed Assets and taking into account the Intellectual Property licensed under Section ‎7.17(b)), together with the Echo Business Employees and with any property and services to be provided by Exxxxxx and the Exxxxxx Retained Subsidiaries to Newco, Merger Subsidiary or the Exxxxxx Contributed Subsidiaries under the Ancillary Agreements (and if applicable, the Commercial Agreement Term Sheet), Bridge Media Personnel comprise all of the assets, personnel and properties that would be necessary and sufficient in all material respects for Newco to conduct the Echo Bridge Media Business after the Closing in substantially the same manner as conducted conducted, and as proposed to be conducted, as of the date hereof and as of the Closing Date. Other than with respect to Intellectual Property, none of the Exxxxxx Excluded Assets are owned, used or held for use primarily in the conduct of the Echo Business. (ed) Except as would not reasonably be expected to havebe, individually or in the aggregate, an Exxxxxx Material Adverse Effectmaterial to Bridge Media, each of the properties and assets of Newco, Merger Subsidiary and the Exxxxxx Contributed Subsidiaries (including, after giving effect to the Pre-Closing Restructuring, the Exxxxxx Contributed Assets) Bridge Media that is material personal property is in all material respects in operable condition and repair, subject to normal wear and tear or refurbishments in the ordinary course and obsolescence in the ordinary course. (f) Section ‎4.13(f) of the Exxxxxx Disclosure Schedule sets forth an accurate and complete list of all Exxxxxx Material Leases as of the date of this Agreement, together with the use, address, landlord and tenant for each such Lease. (g) Section ‎4.13(g) of the Exxxxxx Disclosure Schedule sets forth an accurate and complete list of all Exxxxxx Material Owned Real Property as of the date of this Agreement, together with the use, address and owner of such real property.

Properties; Sufficiency of Assets. (a) With the exception of properties disposed of since the date of the Balance Sheet, the Company and its subsidiaries have (or will have prior to the Closing Date) good title to, or hold by valid and existing lease or License, free and clear of all Liens, all real and personal property and assets, tangible or intangible (other than Intellectual Property), used by them, located on their premises, capitalized on or included in the Balance Sheet and to all real and personal property and assets, tangible or intangible (other than Intellectual Property), used by them, located on their premises acquired by the Company or its subsidiaries since the Balance Sheet Date that would, had it been acquired prior to such date, be capitalized on or included in the Balance Sheet, except in any of the foregoing cases for Permitted Liens and such other Liens as are reflected or reserved against in the Balance Sheet. (b) The assets of the Company and its subsidiaries will, at the Closing Date, include all right, title and interest in and to all real and personal property and assets, tangible or intangible (other than Intellectual Property and good will attributable to Raytheon and the Non-Laundry Affiliates) used or held by the Company and its subsidiaries in the operation of the Company and its subsidiaries as conducted on the date hereof, are in a condition sufficient for the conduct and business of the Company as conducted on the date hereof and, with respect to tangible assets, the Company has no knowledge of any latent defects with respect thereto. (c) Schedule 3.4 attached hereto contains a complete list of all real property owned by the Company or any of its subsidiaries (collectively, the "Owned Real Property"). The Owned Real Property constitutes all of the fee -------------------- simple interests in real property owned by the Company or any of its subsidiaries. With respect to each parcel of Owned Real Property: (i) such parcel is free and clear of all Liens (other than Permitted Liens), and the Company, or its respective subsidiary, owns good and marketable fee simple title thereto; (ii) there are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any Person the right of use or occupancy of any portion of such parcel; and (iii) there are no outstanding options or rights of first refusal to purchase such parcel or any portion thereof or interest therein. (d) Except as would not reasonably be expected for the Leased Real Property held pursuant to havethe Xxxxxxxx Lease and the Omro Lease and an undocumented arrangement with respect to storage facilities in Madisonville, Kentucky, neither the Company nor any of its subsidiaries hold any Leased Real Property. (e) There is no pending proceeding in eminent domain or any similar proceeding affecting the Company's or any of its subsidiaries' interest in any Owned Real Property or Leased Real Property which, individually or in the aggregate, an Exxxxxx Material Adverse Effect, Exxxxxx and its Subsidiaries have, and after giving effect to the Pre-Closing Restructuring, the Exxxxxx Contributed Subsidiaries will have, good title to, or valid leasehold interests in, (i) all property and assets reflected on the Echo Business Balance Sheet or acquired after the Echo Business Balance Sheet Date, except as have been disposed of since the Echo Business Balance Sheet Date in the ordinary course of business consistent with past practice, and (ii) after giving effect to the Pre-Closing Restructuring, all Exxxxxx Contributed Assets shall be free and clear of all Liens, except Permitted Liens. (b) Except as would not could reasonably be expected to havehave an Adverse Affect on the Company. There exists no writ, injunction, decree, order or judgment outstanding, nor any pending litigation, relating to the ownership, lease, use, occupancy or operation by the Company or any of its subsidiaries of any Owned Real Property or Leased Real Property except for such matters that would not, individually or in the aggregate, reasonably be expected to have an Exxxxxx Material Adverse Effect, (i) each Lease under which Exxxxxx or any of its Subsidiaries leases, subleases, licenses, uses, occupies or has any interest in any real property held by an Exxxxxx Contributed Subsidiary after giving effect to Affect on the Pre-Closing Restructuring is valid and in full force and effect and free and clear of all Liens, except Permitted Liens; and (ii) neither Exxxxxx nor any of its Subsidiaries, nor to Exxxxxx’x knowledge any other party to any such Lease, has violated any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default under the provisions of any such Lease, and neither Exxxxxx nor any of its Subsidiaries has received notice that it has breached, violated or defaulted under any such LeaseCompany. (cf) Except as would not reasonably be expected to benot, individually or in the aggregate, material to the Echo Business, neither Exxxxxx nor any of its Subsidiaries have leased or otherwise granted to any Person the right to use or occupy all or a portion of any real property in which Newco, Merger Subsidiary or an Exxxxxx Contributed Subsidiary (after giving effect to the Pre-Closing Restructuring) holds a real property interest (other than any such interests provided pursuant to the Ancillary Agreements). (d) The properties and assets of Newco, Merger Subsidiary and the Exxxxxx Contributed Subsidiaries (including, after giving effect to the Pre-Closing Restructuring, the Exxxxxx Contributed Assets, and taking into account any property and services to be provided under the Ancillary Agreements and the Intellectual Property licensed under Section ‎7.17(b)) constitute in all material respects all of the property and assets that are owned, licensed or controlled by Exxxxxx or any of its Affiliates as of the Closing Date that are reasonably necessary for the conduct of the Echo Business as conducted as of the date hereof and as of the Closing Date. The properties and assets of Newco, Merger Subsidiary and the Exxxxxx Contributed Subsidiaries (including, after giving effect to the Pre-Closing Restructuring, the Exxxxxx Contributed Assets and taking into account the Intellectual Property licensed under Section ‎7.17(b)), together with the Echo Business Employees and with any property and services to be provided by Exxxxxx and the Exxxxxx Retained Subsidiaries to Newco, Merger Subsidiary or the Exxxxxx Contributed Subsidiaries under the Ancillary Agreements (and if applicable, the Commercial Agreement Term Sheet), comprise all of the assets, personnel and properties that would be necessary and sufficient in all material respects for Newco to conduct the Echo Business in substantially the same manner as conducted as of the date hereof and as of the Closing Date. Other than with respect to Intellectual Property, none of the Exxxxxx Excluded Assets are owned, used or held for use primarily in the conduct of the Echo Business. (e) Except as would not reasonably be expected to havehave an Adverse Affect on the Company, individually or in (i) the aggregate, an Exxxxxx Material Adverse Effect, each current use of the properties and assets of Newco, Merger Subsidiary and the Exxxxxx Contributed Subsidiaries (including, after giving effect to the Pre-Closing Restructuring, the Exxxxxx Contributed Assets) that is material personal property is in all material respects in operable condition and repair, subject to normal wear and tear or refurbishments in the ordinary course and obsolescence in the ordinary course. (f) Section ‎4.13(f) of the Exxxxxx Disclosure Schedule sets forth an accurate and complete list of all Exxxxxx Material Leases as of the date of this Agreement, together with the use, address, landlord and tenant for each such Lease. (g) Section ‎4.13(g) of the Exxxxxx Disclosure Schedule sets forth an accurate and complete list of all Exxxxxx Material Owned Real Property as does not violate in any material respect any instrument of record or agreement affecting such Owned Real Property; (ii) there is no violation of any covenant, condition, restriction, easement, agreement or order of any governmental authority having jurisdiction over any of the date of this Agreement, together with the use, address and owner of Owned Real Property that affects such real propertyproperty or the use or occupancy thereof; and (iii) no damage or destruction has occurred with respect to any of the Owned Real Property.

Properties; Sufficiency of Assets. (a) Except as would not reasonably be expected to have, individually or in the aggregate, an Exxxxxx Xxxxxxx Material Adverse Effect, Exxxxxx Xxxxxxx and its Subsidiaries have, and after giving effect to the Pre-Closing Restructuring, the Exxxxxx Xxxxxxx Contributed Subsidiaries will have, good title to, or valid leasehold interests in, (i) all property and assets reflected on the Echo Business Balance Sheet or acquired after the Echo Business Balance Sheet Date, except as have been disposed of since the Echo Business Balance Sheet Date in the ordinary course of business consistent with past practice, and (ii) after giving effect to the Pre-Closing Restructuring, all Exxxxxx Xxxxxxx Contributed Assets shall be free and clear of all Liens, except Permitted Liens. (b) Except as would not reasonably be expected to have, individually or in the aggregate, an Exxxxxx Xxxxxxx Material Adverse Effect, (i) each Lease under which Exxxxxx Xxxxxxx or any of its Subsidiaries leases, subleases, licenses, uses, occupies or has any interest in any real property held by an Exxxxxx Xxxxxxx Contributed Subsidiary after giving effect to the Pre-Closing Restructuring is valid and in full force and effect and free and clear of all Liens, except Permitted Liens; and (ii) neither Exxxxxx Xxxxxxx nor any of its Subsidiaries, nor to Exxxxxx’x Xxxxxxx’x knowledge any other party to any such Lease, has violated any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default under the provisions of any such Lease, and neither Exxxxxx Xxxxxxx nor any of its Subsidiaries has received notice that it has breached, violated or defaulted under any such Lease. (c) Except as would not reasonably be expected to be, individually or in the aggregate, material to the Echo Business, neither Exxxxxx Xxxxxxx nor any of its Subsidiaries have leased or otherwise granted to any Person the right to use or occupy all or a portion of any real property in which Newco, Merger Subsidiary or an Exxxxxx Xxxxxxx Contributed Subsidiary (after giving effect to the Pre-Closing Restructuring) holds a real property interest (other than any such interests provided pursuant to the Ancillary Agreements). (d) The properties and assets of Newco, Merger Subsidiary and the Exxxxxx Xxxxxxx Contributed Subsidiaries (including, after giving effect to the Pre-Closing Restructuring, the Exxxxxx Xxxxxxx Contributed Assets, and taking into account any property and services to be provided under the Ancillary Agreements and the Intellectual Property licensed under Section ‎7.17(b7.17(b)) constitute in all material respects all of the property and assets that are owned, licensed or controlled by Exxxxxx Xxxxxxx or any of its Affiliates as of the Closing Date that are reasonably necessary for the conduct of the Echo Business as conducted as of the date hereof and as of the Closing Date. The properties and assets of Newco, Merger Subsidiary and the Exxxxxx Xxxxxxx Contributed Subsidiaries (including, after giving effect to the Pre-Closing Restructuring, the Exxxxxx Xxxxxxx Contributed Assets and taking into account the Intellectual Property licensed under Section ‎7.17(b7.17(b)), together with the Echo Business Employees and with any property and services to be provided by Exxxxxx Xxxxxxx and the Exxxxxx Xxxxxxx Retained Subsidiaries to Newco, Merger Subsidiary or the Exxxxxx Xxxxxxx Contributed Subsidiaries under the Ancillary Agreements (and if applicable, the Commercial Agreement Term Sheet), comprise all of the assets, personnel and properties that would be necessary and sufficient in all material respects for Newco to conduct the Echo Business in substantially the same manner as conducted as of the date hereof and as of the Closing Date. Other than with respect to Intellectual Property, none of the Exxxxxx Xxxxxxx Excluded Assets are owned, used or held for use primarily in the conduct of the Echo Business. (e) Except as would not reasonably be expected to have, individually or in the aggregate, an Exxxxxx Xxxxxxx Material Adverse Effect, each of the properties and assets of Newco, Merger Subsidiary and the Exxxxxx Xxxxxxx Contributed Subsidiaries (including, after giving effect to the Pre-Closing Restructuring, the Exxxxxx Xxxxxxx Contributed Assets) that is material personal property is in all material respects in operable condition and repair, subject to normal wear and tear or refurbishments in the ordinary course and obsolescence in the ordinary course. (f) Section ‎4.13(f4.13(f) of the Exxxxxx Xxxxxxx Disclosure Schedule sets forth an accurate and complete list of all Exxxxxx Xxxxxxx Material Leases as of the date of this Agreement, together with the use, address, landlord and tenant for each such Lease. (g) Section ‎4.13(g4.13(g) of the Exxxxxx Xxxxxxx Disclosure Schedule sets forth an accurate and complete list of all Exxxxxx Xxxxxxx Material Owned Real Property as of the date of this Agreement, together with the use, address and owner of such real property.

Properties; Sufficiency of Assets. (a) Except as would disclosed in SCHEDULE 6.1.16 (a) and except for inventory disposed of in the Ordinary Course Of Business of Seller, Seller has good title to, or in the case of leased property has valid leasehold interests in, all property and assets (whether real or personal, tangible or intangible) reflected in the Audited December 1998 Balance Sheet or acquired after the date thereof. None of such property or assets is subject to any Liens, except for (i) Liens disclosed in the Audited December 1998 Balance Sheet or incurred after the date thereof in the Ordinary Course of Business of Seller; (ii) Liens for Taxes not yet due or being contested in good faith (and for which adequate accruals or reserves are set forth on the Audited December 1998 Balance Sheet); and (iii) Permitted Liens. (b) SCHEDULE 6.1.16(b) sets forth a list of all real property assets owned or leased by Seller ("REAL PROPERTY"). All such leases of real property are valid, binding and enforceable in accordance with their respective terms and Seller is a tenant or possessor in good standing thereunder and all rents due under such leases have been paid. There does not exist under any such lease any default or any event which with notice or lapse of time or both could reasonably be expected to constitute a default, except for such defaults that have not and could not reasonably be expected to have, individually or in the aggregate, an Exxxxxx a Material Adverse Effect. Seller is in peaceful and undisturbed possession of the space and/or estate under each lease of which it is a tenant and has good and valid rights of ingress and egress to and from all the Real Property from and to the public street systems for all usual street, Exxxxxx road and its Subsidiaries haveutility purposes. Neither Seller nor any Stockholder has received any notice of any appropriation, condemnation or like proceeding, or of any violation of any applicable zoning Law or Order relating to or affecting the Real Property, and after giving effect to the Pre-Closing Restructuring, the Exxxxxx Contributed Subsidiaries will have, good title to, or valid leasehold interests in, (i) all property and assets reflected on the Echo Business Balance Sheet or acquired after the Echo Business Balance Sheet Date, except as have been disposed of since the Echo Business Balance Sheet Date in the ordinary course of business consistent with past practice, and (ii) after giving effect to the Pre-Closing Restructuring, all Exxxxxx Contributed Assets shall be free and clear of all Liens, except Permitted Liens. (b) Except as would not reasonably be expected to have, individually or in the aggregate, an Exxxxxx Material Adverse Effect, (i) each Lease under which Exxxxxx Seller's or any of its Subsidiaries leasesStockholder's knowledge, subleases, licenses, uses, occupies no such proceeding has been threatened or has any interest in any real property held by an Exxxxxx Contributed Subsidiary after giving effect to the Pre-Closing Restructuring is valid and in full force and effect and free and clear of all Liens, except Permitted Liens; and (ii) neither Exxxxxx nor any of its Subsidiaries, nor to Exxxxxx’x knowledge any other party to any such Lease, has violated any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default under the provisions of any such Lease, and neither Exxxxxx nor any of its Subsidiaries has received notice that it has breached, violated or defaulted under any such Leasecommenced. (c) Except as would not reasonably be expected to beThe Purchased Assets owned or leased by Seller (including real, individually personal, tangible and intangible property), or in the aggregate, material to the Echo Business, neither Exxxxxx nor any of its Subsidiaries have leased or which it otherwise granted to any Person has the right to use or occupy all or a portion of any real property in which Newco(including real, Merger Subsidiary or an Exxxxxx Contributed Subsidiary (after giving effect to the Pre-Closing Restructuring) holds a real property interest (other than any such interests provided pursuant to the Ancillary Agreementspersonal, tangible and intangible property). (d) The properties and assets of Newco, Merger Subsidiary and the Exxxxxx Contributed Subsidiaries (including, after giving effect to the Pre-Closing Restructuring, the Exxxxxx Contributed Assets, and taking into account any property and services to be provided under the Ancillary Agreements and the Intellectual Property licensed under Section ‎7.17(b)) constitute in all material respects all of the property and assets that are owned, licensed or controlled by Exxxxxx or any of its Affiliates as of the Closing Date that are reasonably necessary for the conduct of the Echo Business as conducted as of the date hereof and as of the Closing Date. The properties and assets of Newco, Merger Subsidiary and the Exxxxxx Contributed Subsidiaries (including, after giving effect to the Pre-Closing Restructuring, the Exxxxxx Contributed Assets and taking into account the Intellectual Property licensed under Section ‎7.17(b)), together with the Echo Business Employees and with any property and services to be provided by Exxxxxx and the Exxxxxx Retained Subsidiaries to Newco, Merger Subsidiary or the Exxxxxx Contributed Subsidiaries under the Ancillary Agreements (and if applicable, the Commercial Agreement Term Sheet), comprise all of the assets, personnel and properties that would be necessary and sufficient in all material respects for Newco to conduct the Echo Business in substantially the same manner as conducted as of the date hereof and as of the Closing Date. Other than with respect to Intellectual Property, none of the Exxxxxx Excluded Assets are owned, used or held for use primarily or used in connection with the conduct of the Echo Business. (e) Except as would not reasonably be expected to have, individually or Business and are in the aggregate, an Exxxxxx Material Adverse Effect, each of the properties and assets of Newco, Merger Subsidiary and the Exxxxxx Contributed Subsidiaries (including, after giving effect to the Pre-Closing Restructuring, the Exxxxxx Contributed Assets) that is material personal property is in all material respects in operable good operating condition and repair, subject to repair (normal wear and tear or refurbishments in excepted) and are adequate to conduct the ordinary course and obsolescence in the ordinary courseBusiness as currently conducted. (f) Section ‎4.13(f) of the Exxxxxx Disclosure Schedule sets forth an accurate and complete list of all Exxxxxx Material Leases as of the date of this Agreement, together with the use, address, landlord and tenant for each such Lease. (g) Section ‎4.13(g) of the Exxxxxx Disclosure Schedule sets forth an accurate and complete list of all Exxxxxx Material Owned Real Property as of the date of this Agreement, together with the use, address and owner of such real property.