Common use of Sufficiency and Condition of Assets Clause in Contracts

Sufficiency and Condition of Assets. (a) The Peabody Contributed Assets, together with the Peabody Retained IP and the services to be provided to the JV Company by the Operator (as defined in the LLC Agreement) pursuant to the LLC Agreement, constitute all property and other rights necessary to operate and conduct the Peabody Business in substantially the same manner as it is currently being operated and conducted. (b) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Peabody Material Adverse Effect, all of the Tangible Personal Property currently used in the Peabody Business and included in the Peabody Contributed Assets (i) is in good operating condition and repair (ordinary wear and tear excepted) and (ii) has been maintained in a manner consistent with industry practice.