Common use of Ability to Conduct Business Clause in Contracts

Ability to Conduct Business. The (i) Acquired Assets, (ii) Excluded Assets, (iii) tangible and intangible assets currently leased or owned directly or indirectly by the Transferred Subs and (iv) the assets and rights made available pursuant to the Transition Services Agreement, taken together constitute substantially all of the tangible and intangible assets that are required to conduct the Business as of the date hereof (it being understood and agreed that nothing set forth in this Section 3.14 constitutes a representation or warranty that the Business can or will be operated at the existing performance levels following the Closing Date) or are otherwise used primarily in the Business.

Ability to Conduct Business. The (i) Acquired Assets, (ii) Excluded Assets, (iii) tangible and intangible assets currently leased or owned directly or indirectly by the Transferred Subs and (iv) the assets and rights made available pursuant to the Transition Services Agreement and the Trademark License Agreement, taken together together, constitute substantially all of the tangible and intangible assets that are required to conduct the Business as of the date hereof Effective Date (it being understood and agreed that nothing set forth in this Section 3.14 3.10 constitutes a representation or warranty that the Business can or will be operated at the existing performance levels following the Closing Date) or are otherwise used primarily in the Business. The Acquired Assets and the tangible assets currently leased or owned by the Transferred Subs are in good operating condition and repair, ordinary wear and tear excepted.