Common use of Properties and Contracts Clause in Contracts

Properties and Contracts. Schedule 3.8A sets forth a complete and ------------------------ accurate list of the Properties, along with the number of Units for each Property. Schedule 3.8B contains a complete and accurate list of all Contracts being transferred hereunder, including (a) all Right of Entry Agreements, (b) all Hub Site Agreements, (c) all fiber leases, (d) all retransmission agreements, and (e) all customer service agreement for Subscribers at the Properties. The Right of Entry Agreements set forth on Schedule 3.8B constitute all of the agreements under which Sellers provide Services to residential multiple dwelling units in the Market. The Hub Site Leases set forth on Schedule 3.8B constitute all the point-to-point microwave hub site agreements used by Sellers for the providing of Services to the Properties. The fiber leases set forth on Schedule 3.8B constitute all of the fiber leases used by Sellers for the providing of Services to the Properties. Except for agreements with ABC, CBS, and NBC, the retransmission agreements set forth on Schedule 3.8B constitute the only retransmission agreements used by the Sellers for the providing of Services to the Properties. The Subscriber Contracts set forth on Schedule 3.8B constitute all of the Subscriber Contracts used by the Sellers for the providing of Services to the Properties. Except as described in Schedule 3.8C, each Contract is in full force and effect and constitutes a valid and binding obligation of the parties, enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting generally the enforcement of creditors' rights and by general principles of equity. Except as described in Schedule 3.8C: (a) Seller is not, nor has any event or condition occurred or become known to any Seller that constitutes or, with notice or the passage of time, or both, would constitute a default by any Seller under any of the Contracts; (b) to the best of Sellers' knowledge, no other party to any of the Contracts is in default under any of the Contracts; (c) to the best of Seller's knowledge, no other Person is providing video programming services to any of the Properties and no other Person has asserted any such right to any Seller to provide video programming services to the Properties, except as otherwise required or permitted by law; and (d) there is no material agreement, arrangement or understanding, other than as contained in the Contracts, between any Seller and any owner or manager of any Property relating to the provision of Services to any Property; and (e) since the Balance Sheet Date, Seller has not received written notice regarding the quality of any Service provided by any Seller, the performance of any Seller under any Contract, or the intent of any property owner or manager to terminate any Contract. Except for the Subscriber Contracts (for which Sellers have provided the most recent standard agreement used for the provision of the Services), a complete and accurate copy of each Contract has been provided to Buyer.