Common use of Real Property and Assets Clause in Contracts

Real Property and Assets. (a) Schedule 4.9(a) is a true, correct and complete list of (i) each parcel or tract of Owned Real Property, (ii) each parcel or tract of Leased Real Property, and (iii) each Real Property Lease. The Real Property constitutes all of the real property owned, leased, subleased, licensed, used, operated, occupied or otherwise held (whether or not occupied, and including any leases or other occupancy agreements assigned or leased premises sublet for which any Company remains liable) by any Company. (b) Except as set forth on Schedule 4.9(b)(i) there are no parties in possession of the Real Property other than the Companies, and, except as set forth on Schedule 4.9(b)(ii), none of the Real Property Leases have been assigned in whole or in part, nor has the Real Property (or any portion thereof) been subleased. There is no default (or any event which would, with the passage of time or the giving of notice or both, constitute a default) by any party under any Real Property Lease. (c) The conduct of the Business of the Companies, as currently conducted or currently proposed to be conducted, on or from the Real Property is permitted, as a legally conforming use, under all applicable zoning, building and land use laws, ordinances and codes. (d) No condemnation, expropriation, requisition (temporary or permanent), eminent domain or similar proceedings are currently pending with respect to all or any portion of the Real Property, nor, to Sellers’ Knowledge, are any such proceedings threatened or contemplated. (e) Schedule 4.9(e) sets forth each Encumbrance (other than Permitted Encumbrances) on (i) the Real Property and (ii) the machinery, equipment (including trucks and trailers) and other tangible assets and properties used by any Company, located on its premises, or included in the Latest Balance Sheet or acquired after the date thereof (collectively with the Owned Real Property, the “Assets”) and, except as set forth on Schedule 4.9(e), each Company has good and marketable title to, or a valid leasehold interest in, the Assets, free and clear of any Encumbrances (other than Permitted Encumbrances), except for immaterial Assets disposed of in the Ordinary Course of Business since the Last Reviewed Fiscal Year End. (f) The Assets (other than the Rolling Stock and the Excluded Assets), taken as a whole (i) are adequate and suitable for their present and intended uses, and are in good condition and repair, normal wear and tear excepted and (ii) are not in need of maintenance or repairs except for ordinary and routine maintenance and repairs. (g) The Rolling Stock, taken as a whole, (i) is in the Companies’ possession and control, (ii) is in good operating condition and repair (subject to normal wear and maintenance), (iii) is usable in the Ordinary Course of Business, (iv) is in conformance with applicable Laws, Governmental Authorizations, warranties and maintenance schedules relating to its construction, manufacture, modification, use and operation, (v) is in good operating condition as compared to tractors and trailers of its age and type and (vi) has been maintained and serviced in a manner consistent with manufacturers’ recommendations and requirements, DOT standards and the standards of any other Governmental Entity applicable to the Rolling Stock. Schedule 4.9(g) sets forth the Rolling Stock and certain other Assets owned by the Companies as of the Latest Balance Sheet Date, and, except for acquisitions and dispositions in the Ordinary Course of Business since such date, such Rolling Stock and Assets are owned by the Companies as of the Closing Date. (h) The Assets (other than the Excluded Assets) are sufficient for the continued conduct of the Business after the Closing by Buyer and the Companies in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property, and assets of every type and description, whether real or personal, tangible or intangible, necessary to conduct the Business as currently conducted or currently proposed by Buyer to be conducted. (i) No Real Property has been damaged by fire or other casualty. (j) To Sellers’ Knowledge, there is no fact or condition existing which could result in the termination or reduction of the current access from any Real Property or to the existing highway and roads that provide access thereto.

Real Property and Assets. (a) Schedule 4.9(a) is a true, correct and complete list of (i) each parcel or tract of Owned Leased Real Property, Property and (ii) each parcel or tract of Leased Real Property, and (iii) each Real Property Lease. None of the Companies owns, or has ever owned any real property. The Real Property constitutes all of the real property owned, leased, subleased, licensed, used, operated, occupied or otherwise held (whether or not occupied, and including any leases or other occupancy agreements assigned or leased premises sublet for which any Company remains liable) by any Company. (b) Except as set forth on Schedule 4.9(b)(i) there There are no parties in possession of the Real Property other than the Companies, and, except as set forth on Schedule 4.9(b)(ii4.9(b), none of the Real Property Leases have been assigned in whole or in part, nor has the Real Property (or any portion thereof) been subleased. There is no default (or any event which would, with the passage of time or the giving of notice or both, constitute a default) by any party under any Real Property Lease. (c) The conduct of the Business business and operations of the Companies, as currently conducted or currently proposed to be conducted, on or from the Real Property is permitted, as a legally conforming use, under all applicable zoning, building and land use laws, ordinances and codes. (d) No condemnation, expropriation, requisition (temporary or permanent), eminent domain or similar proceedings are currently pending with respect to all or any portion of the Real Property, nor, to Sellers’ Knowledge, are any such proceedings threatened or contemplated. (e) Schedule 4.9(e) sets forth each Encumbrance (other than Permitted Encumbrances) on (i) the Real Property and (ii) the machinery, equipment (including trucks and trailersvehicles) and other tangible assets and properties (including Company IT Assets and office furniture) used or held for use by any Company, located on its premises, or included in the Latest Balance Sheet Financial Statements or acquired after the date thereof (collectively with the Owned Real Property, the “Assets”) and, except as set forth on Schedule 4.9(e), each Company has good and marketable title to, or a valid leasehold interest in, the Assets, free and clear of any Encumbrances (other than Permitted Encumbrances), except for immaterial Assets disposed of in the Ordinary Course of Business since the Last Reviewed Fiscal Year End. (f) The Assets (other than the Rolling Stock and the Excluded Assets), taken as a whole (i) are adequate and suitable for their present and intended uses, and are in reasonably good condition and repair, normal wear and tear excepted and (ii) are not in need of maintenance or repairs except for ordinary and routine maintenance and repairsrepairs that are not material in nature or cost. (g) The Rolling Stock, taken as a whole, (i) is in the Companies’ possession and control, (ii) is in good operating condition and repair (subject to normal wear and maintenance), (iii) is usable in the Ordinary Course of Business, (iv) is in conformance with applicable Laws, Governmental Authorizations, warranties and maintenance schedules relating to its construction, manufacture, modification, use and operation, (v) is in good operating condition as compared to tractors and trailers of its age and type and (vi) has been maintained and serviced in a manner consistent with manufacturers’ recommendations and requirements, DOT standards and the standards of any other Governmental Entity applicable to the Rolling Stock. Schedule 4.9(g) sets forth the Rolling Stock and certain other Assets owned by the Companies as of the Latest Balance Sheet Date, and, except for acquisitions and dispositions in the Ordinary Course of Business since such date, such Rolling Stock and Assets are owned by the Companies as of the Closing Date. (h) The Assets (other than the Excluded Assets) are sufficient for the continued conduct of the Business business and operations of the Companies after the Closing by Buyer and the Companies in substantially the same manner as conducted prior to the Closing and constitute all of the rights, propertyproperties, and assets of every type and description, whether real or personal, tangible or intangible, necessary to conduct the Business business and operations of the Companies as currently conducted or currently proposed by Buyer to be conducted. (ih) No In the last twelve (12) months, no Real Property has been damaged by fire or other casualty. (j) To Sellers’ Knowledge, there is no fact or condition existing which could result in the termination or reduction of the current access from any Real Property or to the existing highway and roads that provide access thereto.

Real Property and Assets. (a) No Company owns any real property in fee. Schedule 4.9(a) is a true, correct and complete list of (i) the address of each parcel or tract of Owned Real Property, (ii) each parcel or tract of Leased Real Property, and (iiiii) each Real Property Lease. The Leased Real Property constitutes all of the real property owned, leased, subleased, licensed, used, operated, occupied or otherwise held (whether or not occupied, and including any leases or other occupancy agreements assigned or leased premises sublet for which any Company remains liable) by any Company. (b) Except as set forth on Schedule 4.9(b)(i) there There are no parties in possession of the Leased Real Property other than the Companies, and, except as set forth on Schedule 4.9(b)(ii4.9(b), none of the Real Property Leases have been assigned in whole or in part, nor has the Leased Real Property (or any portion thereof) been subleased. There is no default (or any event which would, with the passage of time or the giving of notice or both, constitute a default) by any party under any Real Property Lease. (c) The conduct of the Business of the Companies, as currently conducted or currently proposed to be conducted, on or from the Real Property is permitted, as a legally conforming use, under all applicable zoning, building and land use laws, ordinances and codes. (d) No condemnation, expropriation, requisition (temporary or permanent), eminent domain or similar proceedings are currently pending with respect to all or any portion of the Real Property, nor, to Sellers’ Seller’s Knowledge, are any such proceedings threatened or contemplated. (e) Schedule 4.9(e) sets forth each Encumbrance (other than Permitted Encumbrances) on (i) the Leased Real Property and (ii) the machinery, equipment (including trucks and trailers) and other tangible assets and properties used by any Company, located on its premises, or included in the Latest Balance Sheet or acquired after the date thereof (collectively with the Owned Real Property, the “Assets”) and, except as set forth on Schedule 4.9(e), each Company has good and marketable title to, or a valid leasehold interest in, the Assets, free and clear of any Encumbrances (other than Permitted Encumbrances), except for immaterial Assets disposed of in the Ordinary Course of Business since the Last Reviewed Audited Fiscal Year End. (f) The Assets (other than the Rolling Stock and the Excluded Assets), taken as a whole (i) are adequate and suitable for their present and intended uses, and are in good condition and repair, normal wear and tear excepted and (ii) are not in need of maintenance or repairs except for ordinary and routine maintenance and repairs. (g) The Rolling Stock, taken as a whole, (i) is in the Companies’ possession and control, (ii) is in good operating condition and repair (subject to normal wear and maintenance), (iii) is usable in the Ordinary Course of Business, (iv) is in conformance with applicable Laws, Governmental Authorizations, warranties and maintenance schedules relating to its construction, manufacture, modification, use and operation, (v) is in good operating condition as compared to tractors and trailers of its age and type and (vi) has been maintained and serviced in a manner consistent with manufacturers’ recommendations and requirements, DOT standards and the standards of any other Governmental Entity applicable to the Rolling Stock. Schedule 4.9(g) sets forth the Rolling Stock and certain other Assets owned by the Companies as of the Latest Balance Sheet Date, and, except for acquisitions and dispositions in the Ordinary Course of Business since such date, such Rolling Stock and Assets are owned by the Companies as of the Closing Date. (h) The Assets (other than the Excluded Assets) are in working condition and are sufficient for the continued conduct of the Business after the Closing by Buyer and the Companies in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property, and assets of every type and description, whether real or personal, tangible or intangible, necessary to conduct the Business as currently conducted or currently proposed by Buyer to be conducted. (i) No Leased Real Property has been damaged by fire or other casualty. (j) To Sellers’ Seller’s Knowledge, there is no fact or condition existing which could result in the termination or reduction of the current access from any Leased Real Property or to the existing highway and roads that provide access thereto.

Real Property and Assets. (a) Schedule 4.9(a) is a true, correct and complete list of (i) the address for each parcel or tract of Owned Leased Real Property, Property and (ii) each parcel or tract of Leased Real Property, and (iii) each Real Property Lease. The Leased Real Property constitutes all of the real property owned, leased, subleased, licensed, used, operated, occupied or otherwise held (whether or not occupied, and including any leases or other occupancy agreements assigned or leased premises sublet for which any Company remains liable) by any Company currently used in the conduct of the Business of the Company. (b) Except as set forth on Schedule 4.9(b)(i) there There are no parties in possession of the Leased Real Property other than the Companies, and, except as set forth on Schedule 4.9(b)(ii4.9(b), none of the Real Property Leases have been assigned in whole or in part, nor has the Leased Real Property (or any portion thereof) been subleased. There is no default (or any event which would, with the passage of time or the giving of notice or both, constitute a default) by any party under any Real Property Lease. (c) The To Sellers’ Knowledge, the conduct of the Business of the Companies, as currently conducted or currently proposed to be conducted, on or from the Leased Real Property is permitted, as a legally conforming use, permitted in all material respects under all applicable zoning, building and land use laws, ordinances and codes. (d) No Seller has received any oral or written notice of any pending or threatened condemnation, expropriation, requisition (temporary or permanent), eminent domain or similar proceedings are currently pending with respect to all or any portion of the Leased Real Property, nor, to Sellers’ Knowledge, are any such proceedings threatened or contemplated. (e) Schedule 4.9(e) sets forth each Encumbrance (other than Permitted Encumbrances) on (i) the Real Property and (ii) the machinery, equipment (including trucks and trailers) and other tangible assets and properties used (other than the Leased Real Property) owned by any Company, located on its premises, Company or included in the Latest Balance Sheet Sheets or acquired after the date thereof (collectively with the Owned Real Property, the “Assets”) and, except as set forth on Schedule 4.9(e), each Company has good and marketable title to, or a valid leasehold interest in, the Assets, free and clear of any Encumbrances (other than Permitted Encumbrances), except for immaterial Assets disposed of in the Ordinary Course of Business since the Last Reviewed Fiscal Year EndLatest Balance Sheet Date. (f) The To Sellers’ Knowledge, the Assets (other than the Rolling Stock and the Excluded Assets), taken as a whole (i) are adequate and suitable for their present and intended uses, and are in good condition and repair, normal wear and tear excepted and (ii) are not in need of maintenance or repairs except for ordinary and routine maintenance and repairsrepairs required in the Ordinary Course of Business that are not material in nature or amount in the aggregate. (g) The To Sellers’ Knowledge, the Rolling Stock, taken as a whole, (i) is in the Companies’ possession and control, (ii) is in good operating condition and repair (subject to normal wear and maintenance), (iiiii) is usable in the Ordinary Course of Business, (iviii) is in material conformance with applicable Laws, Governmental Authorizations, warranties and maintenance schedules relating to its construction, manufacture, modification, use and operation, (v) is in good operating condition as compared to tractors and trailers of its age and type and (viiv) has been maintained and serviced in a manner consistent in all material respects with manufacturers’ recommendations and requirements, DOT standards and the standards of any other Governmental Entity applicable to the Rolling Stock. Schedule 4.9(g) sets forth the Rolling Stock and certain other Assets owned by the Companies as of the Latest Balance Sheet Date, and, except for acquisitions and dispositions in the Ordinary Course of Business since such date, such Rolling Stock and Assets are is owned by the Companies as of the Closing Date. (h) The To Sellers’ Knowledge, the Assets (other than the Excluded Assets) are sufficient for the continued conduct of the Business after the Closing by Buyer and the Companies in substantially the same manner as conducted prior to the Closing and Leased Real Property constitute all of the rights, property, and assets of every type and description, whether real or personal, tangible or intangible, necessary to conduct the Business as currently conducted or currently proposed by Buyer to be conducted. (i) No To Sellers’ Knowledge, no Leased Real Property has been materially damaged by fire or other casualtycasualty since the Last Fiscal Year End. (j) To Sellers’ Knowledge, there is no fact or condition existing which could would result in the termination or material reduction of the current access from any Leased Real Property or to the existing highway and roads that provide access thereto.

Real Property and Assets. (a) Schedule 4.9(a) is a true, correct and complete list of (i) each parcel or tract of Owned Real Property, (ii) each parcel or tract of Leased Real Property, and (iii) each Real Property Lease. The Real Property constitutes all of the real property owned, leased, subleased, licensed, used, operated, occupied or otherwise held (whether or not occupied, and including any leases or other occupancy agreements assigned or leased premises sublet for which any a Company remains liable) by any a Company. (b) Except as set forth on Schedule 4.9(b)(i) there There are no parties in possession of the Real Property other than the Companies, and, except as set forth on Schedule 4.9(b)(ii4.9(b), none of the Real Property Leases have been assigned in whole or in part, nor has the Leased Real Property (or any portion thereof) been subleased. There is no default (or any event which would, with the passage of time or the giving of notice or both, constitute a default) by any party under any Real Property Lease. (c) The conduct of the Business of the Companies, as currently conducted or currently proposed to be conducted, on or from the Owned Real Property and, to Seller’s Knowledge, the Leased Real Property is permitted, as a legally conforming use, under all applicable zoning, building and land use laws, ordinances and codescodes or under a grandfathering provision applicable thereto. (d) No condemnation, expropriation, requisition (temporary or permanent), eminent domain or similar proceedings are currently pending with respect to all or any portion of the Real Property, nor, to Sellers’ Seller’s Knowledge, are any such proceedings threatened or contemplated. (e) Schedule 4.9(e) sets forth each Encumbrance (other than Permitted Encumbrances) on (i) the Real Property and (ii) the machinery, equipment (including trucks and trailers) and other tangible assets and properties used by any a Company, located on its premises, or included in the Latest Balance Sheet or acquired after the date thereof (collectively with the Owned Real Property, the “Assets”) and, except as set forth on Schedule 4.9(e), each Company has good and marketable title to, or a valid leasehold interest in, the Assets, free and clear of any Encumbrances (other than Permitted Encumbrances), except for immaterial Assets disposed of in the Ordinary Course of Business since the Last Reviewed Audited Fiscal Year End. (f) The Assets (other than the Rolling Stock and the Excluded Assets), taken as a whole (i) are adequate and suitable for their present and intended uses, and are in good condition and repair, normal wear and tear excepted and (ii) are not in need of maintenance or repairs except for ordinary and routine maintenance and repairsrepairs that are not material in nature or cost. (g) The Except as set forth on Schedule 4.9(g), the Rolling Stock, taken as a whole, (i) is in the Companies’ possession and control, (ii) is in good operating condition and repair (subject to normal wear and maintenance), (iii) is usable in the Ordinary Course of Business, (iv) is in conformance with applicable Laws, Governmental Authorizations, warranties and maintenance schedules relating to its construction, manufacture, modification, use and operation, (v) is in good operating condition as compared to tractors and trailers of its age and type and (vi) has been maintained and serviced in a manner consistent with manufacturers’ recommendations and requirements, DOT standards and the standards of any other Governmental Entity applicable to the Rolling Stock. Schedule 4.9(g) 4.9(g)-1 sets forth the Rolling Stock and certain other Assets owned by the Companies as of the Latest Balance Sheet DateApril 29, 2017, and, except for acquisitions and dispositions in the Ordinary Course of Business since such date, such Rolling Stock and Assets are owned by the Companies as of the Closing Date. (h) The Assets (other than the Excluded Assets) are sufficient for the continued conduct of the Business after the Closing by Buyer and the Companies in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property, and assets of every type and description, whether real or personal, tangible or intangible, necessary to conduct the Business as currently conducted or currently proposed by Buyer to be conducted. (i) No Real Property has been damaged by fire or other casualtycasualty which has not been repaired in all material respects. (j) To Sellers’ Seller’s Knowledge, there is no fact or condition existing which could result in the termination or reduction of the current access from any Real Property or to the existing highway and roads that provide access thereto.