Common use of Operating Assets Clause in Contracts

Operating Assets. (i) Seller represents that as of Closing, each Seller's, Partnership's and Starr Partnership's interest in the Operating Assets shall be free and clear of any liens other than Permitted Encumbrances. (ii) To Seller's Knowledge, the Operating Assets are being operated in compliance in all material respects with all applicable federal, state or local laws, and the rules and regulations of any agency or authority having jurisdiction. (iii) Except as set forth in Schedule 4.1(m)(iii), each Subsidiary, Partnership and Starr Partnership possess all permits, licenses, orders, approvals and authorizations required by any applicable law, statute, regulation or Governmental Order, or by the property and contract rights of third Persons, reasonably necessary to permit the operation of the Business in the manner currently conducted by the Subsidiaries, the Partnership and the Starr Partnerships, except where the failure to possess such permit, license, order, approval, authorization or rights would not result in losses, costs or expenses to the Subsidiaries, the Partnership and the Starr Partnerships, in the aggregate, in excess of $100,000. No Subsidiary, Partnership or Starr Partnership has received written notice from any Governmental Authority that any such permit, license, order, approval or authorization has been, or will be, revoked or terminated. (iv) Except as set forth in Schedule 4.1(m)(iv), immediately before the Closing Date, the Subsidiaries, the Partnership and the Starr Partnerships will hold or have the right to use in the Business all of the assets and properties (including all licenses and agreements) currently being used (except those disposed of or expiring in the ordinary course of business or otherwise as contemplated or permitted by this Agreement) or which are reasonably necessary to permit the operation of the Business in the manner currently conducted by the Subsidiaries, the Partnership and the Starr Partnerships. Since June 30, 1999, the Subsidiaries, the Partnership and the Starr Partnerships have conducted no business other than the Business.

Operating Assets. (i) Seller represents that as of Closing, each Seller's, 's and the Partnership's and Starr Partnership's interest interests in the Operating Assets shall be free and clear of any liens other than Permitted Encumbrances. (ii) To Seller's Knowledge, the Operating Assets are being operated in compliance in all material respects with all applicable federal, state or local laws, and the rules and regulations of any agency or authority having jurisdiction. (iii) Except as set forth in Schedule 4.1(m)(iii), each Subsidiary, Partnership the Subsidiaries and Starr the Partnership possess all permits, licenses, orders, approvals and authorizations required by any applicable law, statute, regulation or Governmental Order, or by the property and contract rights of third Persons, reasonably necessary to permit the operation of the Business in the manner currently conducted by the Subsidiaries, the Partnership Subsidiaries and the Starr PartnershipsPartnership, except where the failure to possess such permit, license, order, approval, authorization or rights would not result in losses, costs or expenses to the Subsidiaries, the Partnership and the Starr Partnerships, in the aggregate, in excess of $100,000. No Subsidiary, Partnership or Starr Neither the Subsidiaries nor the Partnership has received written notice from any Governmental Authority that any such permit, license, order, approval or authorization has been, or will be, revoked or terminated. (iv) Except as set forth in Schedule 4.1(m)(iv), immediately before the Closing Date, the Subsidiaries, Subsidiaries and the Partnership and the Starr Partnerships will hold or have the right to use in the Business all of the assets and properties (including all licenses and agreements) currently being used (except those disposed of or expiring in the ordinary course of business or otherwise as contemplated or permitted by this Agreement) or which are reasonably necessary to permit the operation of the Business in the manner currently conducted by the Subsidiaries, the Partnership Subsidiaries and the Starr PartnershipsPartnership. Since June 30, 1999, the Subsidiaries, the Partnership and the Starr Partnerships Subsidiaries have conducted no business other than the Business.