Arena Operating Company. (i) Ascent Arena Company is the sole member and manager of Arena Operating Company, and no other membership, management, equity or other interests in Arena Operating Company exist.
(ii) Ascent Arena Company's interest in Arena Operating Company is free and clear of all Liens other than those created by this Agreement. Ascent Arena Company has the sole right to vote, dispose of, and receive distributions and dividends with respect to the Arena Operating Company.
(iii) Ascent Arena Company's interest in Arena Operating Company has been duly authorized and validly issued, is fully paid and nonassessable, was not issued in violation of the terms of any Contract binding upon Arena Operating Company or Ascent Arena Company, and was issued in compliance with all applicable Organizational Documents and Applicable Law.
(iv) Other than the Permitted Liens, there are: (A) no existing Contracts or rights of any character with respect to the purchase or acquisition of any membership or other interest in Arena Operating Company, existing or contingent, at any time, or upon the happening of any stated event; (B) no outstanding interests that are convertible into or exchangeable for membership or other interests in Arena Operating Company; and (C) no Contracts or rights of any character to purchase or otherwise acquire from the Arena Operating Company or Ascent Arena Company any such convertible or exchangeable interests.
Arena Operating Company. (i) Ascent Arena Company is the sole member and manager of Arena Operating Company, and no other membership, management, equity or other interests in Arena Operating Company exist.
(ii) Ascent Arena Company's interest in Arena Operating Company is free and clear of all Liens other than those created by the Arena Operating Agreement or this Agreement. Ascent Arena Company has the sole right to vote, dispose of, and receive distributions and dividends in respect of Arena Operating Company membership interests.
(iii) Ascent Arena Company's interest in Arena Operating Company has been duly authorized and validly issued, is fully paid and nonassessable, was not issued in violation of the terms of any Contract binding upon Arena Operating Company or Ascent Arena Company, and was issued in compliance with all applicable Organizational Documents and Applicable Law.
(iv) Other than the Permitted Liens, there are: (A) no existing Contracts or rights of any character with respect to the purchase or acquisition of any membership or other interest in Arena Operating Company, existing or contingent, at any time, or upon the happening of any stated event; (B) no outstanding interests that are convertible into or exchangeable for membership or other interests in Arena Operating Company; and (C) no Contracts or rights of any character to purchase or otherwise acquire from the Arena Operating Company or Ascent Arena Company any such convertible or exchangeable interests.
