Common use of Assets of the Division Clause in Contracts

Assets of the Division. Except for Staying Clinics and the services to be provided under the Transition Agreement, as of the Closing, the assets of the Division Entities will constitute all of the assets necessary to operate the Business in the manner presently conducted and as reflected in the Interim Pro Forma Income Statements, except for assets disposed of by the Division in the ordinary course of Business. At Closing, the Company and the Division Entities will be the only Affiliates of Seller that are engaged in the operation of the Division. Except as set forth in Section 3.19 of the Disclosure Letter, none of the Excluded Assets (other than Staying Clinics) are primarily used in or necessary for the operation of the Business in the manner presently conducted or as reflected in the Interim Pro Forma Income Statements. Except for Staying Clinics and as set forth in Section 3.19 of the Disclosure Letter, after giving effect to the Restructuring Transactions, Seller will not, directly or indirectly, own any assets that are primarily used in or, except as reflected in the Transition Agreement, are necessary for the operation of the Business in the manner presently conducted or as reflected in the Interim Pro Forma Income Statements. The Interim Pro Forma Income Statements do not reflect the operations of any Staying Clinics, except for Staying Clinics closed after September 30, 2006, as set forth in Section 3.19 of the Disclosure Letter.