Common use of Arena Contracts Clause in Contracts

Arena Contracts. (i) Seller has provided Xxxxx Arena with true and complete copies of the Arena Contracts. Each of the Arena Contracts is in full force and effect and is binding upon and enforceable in accordance with its terms against the Ascent Arena Entities and, to the Knowledge of Seller, each other party thereto subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors' rights generally and (ii) general principles of equity (whether or not such enforcement is considered in a Proceeding at law or in equity). (ii) [Intentionally omitted.] (iii) Except as disclosed on Schedule 5.14(b)(iii), there has not occurred any material default, event of default or circumstance that with notice or the passage of time, or both, would constitute a material default or material event of default of any Ascent Arena Entities under any Arena Contract or, to the Knowledge of Seller, any material default or material event of default of any other party to an Arena Contract. (iv) Except as set forth in the Arena Contracts themselves, no Ascent Arena Entity has assigned any of its rights pursuant to any Arena Contract to any Person, other than pursuant to the City Lien and the Trustee's Lien, and each Ascent Arena Entity holds its rights pursuant to the Arena Contracts, free and clear of any Lien. (v) Except as set forth in Schedule 5.14(b)(v) attached hereto, Ascent Arena Company has not delegated any of its duties pursuant to the Sale and Servicing Agreement, other than pursuant to the subservicing portions of the Operating and Management Agreement. (vi) Seller has delivered to Xxxxx Arena true and complete copies of all Servicer's Remittance Reports prepared and delivered to the Indenture Trustee pursuant to the Sale and Servicing Agreement. (vii) Fees payable to Ascent Arena Company pursuant to the Sale and Servicing Agreement have not been prepaid, and Ascent Arena Company is entitled to receipt of such fees as provided in the Sale and Servicing Agreement. (viii) Other than as set forth in the Arena Contracts, no prepayments have been made under any Arena Contract. (ix) A true and correct copy of the current annual operating budget for the Pepsi Center prepared pursuant to the Operating and Management Agreement was delivered to Xxxxx Arena pursuant to this Agreement. Such operating budget constitutes a reasonable estimate of the annual operating expenses for operation of the Pepsi Center based upon reasonable assumptions in light of current circumstances regarding the operation of the Pepsi Center under Seller's indirect ownership. (x) Seller has no Knowledge of any event or circumstance that would limit or impair in any material respect DURA's obligation or ability to honor its reimbursement or payment obligations pursuant to the Redevelopment Agreement.

Arena Contracts. (i) Seller has provided Xxxxx Arena with made available to Purchasers true and complete copies of the Arena Contracts. Each of the Arena Contracts is in full force and effect and is binding upon and enforceable in accordance with its terms against the Ascent Arena Entities and, to the Knowledge of Seller, each other party thereto thereto, subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors' rights generally and (ii) general principles of equity (whether or not such enforcement is considered in a Proceeding at law or in equity), except for any failure to be in full force and effect or to be so binding and enforceable as would not have a Material Adverse Effect. (ii) [Intentionally omitted.] (iii) Except as disclosed on Schedule 5.14(b)(iii5.14(b)(ii), there has not occurred any material default, event of default or or, to the Knowledge of Seller, any circumstance that with notice or the passage of time, or both, would constitute a material default or material event of default of any Ascent Arena Entities under any Arena Contract or, to the Knowledge of Seller, any material default or material event of default of any other party to an Arena Contract, except in either case for any defaults or events of default that would not constitute a Material Adverse Effect. (iviii) Except as set forth in the Arena Contracts themselves, no Ascent Arena Entity has assigned any of its rights pursuant to any Arena Contract to any Person, other than pursuant to the City Lien and the Trustee's Lien, and each Ascent Arena Entity holds its rights pursuant to the Arena Contracts, free and clear of any Lien. (viv) Except as set forth in Schedule 5.14(b)(v) attached hereto5.14(b)(iv), Ascent Arena Company has not delegated any of its duties pursuant to the Sale and Servicing Agreement, other than pursuant to the subservicing portions of the Operating and Management Agreement. (viv) Seller has delivered made available to Xxxxx Arena Purchasers true and complete copies of all Servicer's Remittance Reports prepared and delivered to the Indenture Trustee pursuant to the Sale and Servicing Agreement. (viivi) Fees payable to Ascent Arena Company pursuant to the Sale and Servicing Agreement have not been prepaid, and Ascent Arena Company is entitled to receipt of such fees as provided in the Sale and Servicing Agreement. (viiivii) Other than as set forth in the Arena Contracts, no prepayments have been made under any Arena Contract. (ixviii) A true and correct copy of the current annual operating budget for the Pepsi Center prepared pursuant to the Operating and Management Agreement was delivered or made available to Xxxxx Arena Purchasers pursuant to this Agreement. Such operating budget constitutes a reasonable estimate of the annual operating expenses for operation of the Pepsi Center based upon reasonable assumptions in light of current circumstances regarding the operation of the Pepsi Center under Seller's indirect ownership. (xix) Except as disclosed on Schedule 5.14(b)(ix), Seller has no Knowledge of any event or circumstance that would limit or impair in any material respect DURA's obligation or ability to honor its reimbursement or payment obligations pursuant to the Redevelopment Agreement.

Arena Contracts. (i1) Seller AEG has provided Xxxxx New Arena with true and complete copies of the Arena Contracts. Each of the Arena Contracts is in full force and effect and is binding upon and enforceable in accordance with its terms against the Ascent Arena Entities and, to the Knowledge of Seller, each other party thereto subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors' rights generally and (ii) general principles of equity (whether or not such enforcement is considered in a Proceeding at law or in equity). (ii2) [Intentionally omitted.] (iii3) Except as disclosed on Schedule 5.14(b)(iii), there has not occurred any material default, event of default or circumstance that with notice or the passage of time, or both, would constitute a material default or material event of default of any Ascent Arena Entities under any Arena Contract or, to the Knowledge of SellerAEG, any material default or material event of default of any other party to an Arena Contract. (iv4) Except as set forth in the Arena Contracts themselves, no Ascent Arena Entity has assigned any of its rights pursuant to any Arena Contract to any Person, other than pursuant to the City Lien and the Trustee's Lien, and each Ascent Arena Entity holds its rights pursuant to the Arena Contracts, free and clear of any Lien. (v5) Except as set forth in Schedule 5.14(b)(v) attached hereto, Ascent Arena Company has not delegated any of its duties pursuant to the Sale and Servicing Agreement, other than pursuant to the subservicing portions of the Operating and Management Agreement. (vi6) Seller AEG has delivered to Xxxxx New Arena true and complete copies of all Servicer's Remittance Reports prepared and delivered to the Indenture Trustee pursuant to the Sale and Servicing Agreement. (vii7) Fees payable to Ascent Arena Company pursuant to the Sale and Servicing Agreement have not been prepaid, and Ascent Arena Company is entitled to receipt of such fees as provided in the Sale and Servicing Agreement. (viii) 8) Other than as set forth in the Arena Contracts, no prepayments have been made under any Arena Contract. (ix9) A true and correct copy of the current annual operating budget for the Pepsi Center prepared pursuant to the Operating and Management Agreement was delivered to Xxxxx New Arena pursuant to this Agreement. Such operating budget constitutes a reasonable estimate of the annual operating expenses for operation of the Pepsi Center based upon reasonable assumptions in light of current circumstances regarding the operation of the Pepsi Center under SellerAEG's indirect ownership. (x10) Seller AEG has no Knowledge of any event or circumstance that would limit or impair in any material respect DURA's =s obligation or ability to honor its reimbursement or payment obligations pursuant to the Redevelopment Agreement.

Arena Contracts. (i) Seller has provided Xxxxx New Arena with true and complete copies of the Arena Contracts. Each of the Arena Contracts is in full force and effect and is binding upon and enforceable in accordance with its terms against the Ascent Arena Entities and, to the Knowledge of Seller, each other party thereto subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors' rights generally and (ii) general principles of equity (whether or not such enforcement is considered in a Proceeding at law or in equity). (ii) [Intentionally omitted.] (iii) Except as disclosed on Schedule 5.14(b)(iii), there has not --------------------- occurred any material default, event of default or circumstance that with notice or the passage of time, or both, would constitute a material default or material event of default of any Ascent Arena Entities under any Arena Contract or, to the Knowledge of Seller, any material default or material event of default of any other party to an Arena Contract. (iv) Except as set forth in the Arena Contracts themselves, no Ascent Arena Entity has assigned any of its rights pursuant to any Arena Contract to any Person, other than pursuant to the City Lien and the Trustee's Lien, and each Ascent Arena Entity holds its rights pursuant to the Arena Contracts, free and clear of any Lien. (v) Except as set forth in Schedule 5.14(b)(v) attached ------------------- hereto, Ascent Arena Company has not delegated any of its duties pursuant to the Sale and Servicing Agreement, other than pursuant to the subservicing portions of the Operating and Management Agreement. (vi) Seller has delivered to Xxxxx New Arena true and complete copies of all Servicer's Remittance Reports prepared and delivered to the Indenture Trustee pursuant to the Sale and Servicing Agreement. (vii) Fees payable to Ascent Arena Company pursuant to the Sale and Servicing Agreement have not been prepaid, and Ascent Arena Company is entitled to receipt of such fees as provided in the Sale and Servicing Agreement. (viii) Other than as set forth in the Arena Contracts, no prepayments have been made under any Arena Contract. (ix) A true and correct copy of the current annual operating budget for the Pepsi Center prepared pursuant to the Operating and Management Agreement was delivered to Xxxxx New Arena pursuant to this Agreement. Such operating budget constitutes a reasonable estimate of the annual operating expenses for operation of the Pepsi Center based upon reasonable assumptions in light of current circumstances regarding the operation of the Pepsi Center under Seller's indirect ownership. (x) Seller has no Knowledge of any event or circumstance that would limit or impair in any material respect DURA's obligation or ability to honor its reimbursement or payment obligations pursuant to the Redevelopment Agreement.