arena lease and management agreement city of glendale, arizona ...

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SUBSTANTIAL FINAL DRAFT 11/27/12 12:35 “Person” means an individual, general or limited partnership, corporation, joint stock company, trust (including a business trust), unincorporated association, joint venture, limited liability company, Governmental Authority or other entity. “Personal Property” means all movable items (not fixtures) owned by the Arena Manager, the Team Owner, any Affiliate of the Arena Manager or Team Owner, or the Team Owner’s players located within or on any portion of the Arena Facility. “Play-off Game” means any ice hockey game (i) in which the Team is a participant; (ii) which, under the Hockey Rules, is classified as a “play-off game for the NHL (Stanley Cup) championship; and (iii) which is, under the Hockey Rules, a “home game” of the Team, including, in the Team Owner’s sole discretion, any related pre-event, intermission or post-event promotion, competition, performance, autograph session, show or other entertainment or activity presented at the Arena Facility for which there is no admission charge other than the price of the related Hockey Ticket. “Premium Seat” means any seat (excluding any seat in a Suite, but including restaurant, bar and similar seating) in the Arena Facility that has services or amenities that are not available to general seating in the Arena Facility and for which the licensee thereof pays a premium over the price for general seating pursuant to a Premium Seat License Agreement. “Premium Seat Agreement” means written contracts or agreements for (i) the use of Premium Seat(s) for Hockey Events, and (ii) the first right to purchase the use of such Premium Seat(s) for all other Events except Community Events, during the Term. “Pre-season Game” means any ice hockey game (i) in which the Team is a participant; (ii) which is scheduled to be played prior to the portion of the Hockey Season promulgated by the NHL as the regular season; and (iii) which is, under the Hockey Rules, a “home game” of the Team, including, in the Team Owner’s sole discretion, any related pre-event, intermission or post-event promotion, competition, performance, autograph session, show or other entertainment or activity presented at the Arena Facility for which there is no admission charge other than the price of the related Hockey Ticket. “Qualified Ticket” means a Ticket to a Fee Activity for which (i) the Team Owner, with respect to Hockey Events; (ii) the Arena Manager or sponsor or promoter, with respect to Team Revenue Events, City Revenue Events and other Fee Activities that are not Events; or (iii) the City, with respect to City Sponsored Events, receives valuable consideration (whether in money, services, goods or other value). Any Ticket for which (i) the Team Owner, with respect to Hockey Events; (ii) the Arena Manager or the sponsor or promoter with respect to Team Revenue Events, City Revenue Events and other Fee Activities that are not Events; or (iii) the City with respect to City Sponsored Events, (a) receives no value, or (b) receives money (but not any other services, goods or other value) for such Ticket in an amount less than 25% of the retail price stated on the face of such Ticket, shall not be a “Qualified Ticket”; provided, however, that, if the aggregateaverage number of Tickets described in the immediately preceding clauses (a) and (b) that are distributed by the Team Owner for a giveneach Hockey Event (other than a Hockey- Related Event)Events) in a given Hockey Season exceeds 1,750000, then the number of Tickets by which the average number of Tickets described in the immediately preceding clauses (a) and (b) distributed by the Team Owner for sucheach Hockey Event that exceedin such Hockey Season exceeds the average of 1,750000 Tickets per Hockey Event in such Hockey Season shall be deemed “Qualified Tickets” for such Hockey Event,”, unless the City and the Team Owner mutually agree otherwise. “Regular Season Game” means any ice hockey game (i) in which the Team is a participant; (ii) which is scheduled to be played during the portion of the Hockey Season promulgated by the NHL as the 13
SUBSTANTIAL FINAL DRAFT 11/27/12 12:35 regular season; and (iii) which is, under the Hockey Rules, a “home game” of the Team, including, in the Team Owner’s sole discretion, any related pre-event, intermission or post-event promotion, competition, performance, autograph session, show or other entertainment or activity presented at the Arena Facility for which there is no admission charge other than the price of the related Hockey Ticket. “Related Agreements” means the Noncompetition/Non-Relocation Agreement and, the Safety and Security Agreement, and any agreement that is included as an Exhibit hereto or otherwise specifically contemplated by this Agreement. “Renewal and Replacement Account” means one or more accounts, requiring the signatures of the Arena Manager and the City for withdrawals, maintained at a federally insured institution(s) having offices in the State of Arizona for the deposit of Capital Improvement Contributions and disbursement of Capital Improvement Expenditures as defined in Section 11. “Replacement Arena Manager” means, in the event of an Arena Manager Withdrawal, a qualified arena manager designated by the Team Owner or the City, as applicable under Section 19.3.3, that agrees to assume the obligations of the Arena Manager under this Agreement. “Safety and Security Agreement” means that certain Safety and Security Agreement in the form attached hereto as Exhibit “E”, to be entered into as of the Effective Date by and among the City, the Arena Manager and the Team Owner. “Scheduling Procedures” means the scheduling procedures for the Arena Facility attached hereto as Exhibit “F”, as the same may be amended, from time to time, by agreement among the City, the Arena Manager and the Team Owner. “Substantial Taking” means a Taking of the Arena Facility that, in the reasonable estimation of Arena Manager, will render the Arena Facility unsuitable for the Arena Manager’s operations as contemplated by this Agreement. “Suite” means any portion of the Arena Facility that is constructed as a “suite” within the Arena Facility and designated by the Team Owner as a “suite”, including specialty suites, such as opera suites, party suites and “under stands” suites. Suites. “Suite License Agreement” means written contracts or agreements for the license or use of “Suite License Revenues” means the gross amount of moneyrevenues received by the Arena Manager in connection with the licensing or rental of Suites. “Taking” means the exercise of the right of eminent domain, with or without litigation, or the transfer in lieu or under the threat of eminent domain... “Team Assignee” means a Person to which the Team Owner intends to make an assignment in accordance with the terms and conditions of this Agreement. “Team Owner Default” means the occurrence of any of the following events: a. If the Team Owner fails to pay when due any amount payable by the Team Owner hereunder, and such failure is not cured within 30 days after the Team Owner’s receipt of notice of such failure from any other party hereto; 14
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