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

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SUBSTANTIAL FINAL DRAFT 11/27/12 12:35 b. If any representation or warranty made by the Team Owner in this Agreement at any time proves to have been incorrect in any material respect as of the time made, and if the Team Owner fails to cause such representation or warranty to become correct within 30 days after the Team Owner’s receipt of notice from any other party hereto that such representation or warranty was incorrect; provided, however, that if it is reasonably possible to cause such representation or warranty to become correct but it is not reasonably possible to cause such representation or warranty to become correct within such thirty-day period, then such cure period shall be for an unlimited period of time so long as the Team Owner (i) commences to cause such representation or warranty to become correct within 30 days after the Team Owner’s receipt of such notice, and (ii) thereafter diligently continues to cause such representation or warranty to become correct; or c. If the Team Owner becomes insolvent; or admits in writing its inability to pay its debts as they mature; or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of a receiver or trustee for it or for a substantial part of its property or business; d. If the Team Owner materially breaches any covenant or provision of this Agreement, and such breach is not cured within 30 days after the Team Owner’s receipt from any other party hereto of notice of such breach; provided, however, that if it is reasonably possible to cure such breach but it is not reasonably possible to cure such breach within such thirty-day period, then such cure period shall be for an unlimited period of time so long as the Team Owner (i) commences to cure such breach within 30 days after the Team Owner’s receipt of such notice, and (ii) thereafter diligently continues to cure such breach. “Team Locker Room” means the space in the Arena Facility designed and constructed for the exclusive use by the Team Owner as a home team locker room, including dressing, locker, shower, lounge, training, exercise and video coaching areas. “Team Revenue Event” means a revenue-producing Event, other than Hockey Events, Community Events, or City Sponsored Events, that is sponsored or co-sponsored by the Team Owner or that is conducted under, with, or in the Team’s name. “Team Retail Stores” means any the area or areas in the Arena facility designed and exclusive use by the Team Owner for Team Sales, as described on Exhibit “A”. “Team Sales” means sales by the Team Owner which result in Exclusive Team Revenues only. “Term” means the period commencing on the Closing Date and ending on the Termination Date or, if earlier, the date on which this Agreement otherwise is terminated on the terms set forth herein. “Termination Date” means the 30 th commencing in 2033.2031. day after the last day of the NHL hockey season “Third Party” means a third party that is not the Team Owner, the Arena Manager or an Affiliate of the Team Owner or the Arena Manager. “Ticket” means the ticket or other indicia by which admission to the Arena Facility for an Event or other activity at the Arena Facility is permitted and controlled. 15
SUBSTANTIAL FINAL DRAFT 11/27/12 12:35 1.2 Terms.. Whenever the context shall so require, all words herein in any gender shall be deemed to include the masculine, feminine or neuter gender, and all singular words shall include the plural, and all plural words shall include the singular. 1.2.1 The words “herein,” “hereof,” “hereunder,” “hereby,” “this Agreement” and other similar references shall mean and include this Agreement and all amendments hereof and supplements hereto unless the context clearly indicates or requires otherwise. 1.2.2 The words “include”, “including,” and other similar references, shall mean “include, without limitation,” and “including, without limitation,” respectively. 1.2.3 The words “sole discretion” and other similar references shall mean “sole, absolute and unfettered discretion.” 1.2.4 Exhibits.. Each exhibit referred to herein shall be considered a part of this Agreement as fully, and with the same force and effect, as if such exhibit had been included herein in full. 1.2.5 Language.. The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against any party. 2. PARTY REPRESENTATIVES.. 2.1 City Representative.. The City Manager shall be the City’s authorized representative who shall act as liaison and contact person among the City and the other parties in administering and implementing the provisions of this Agreement. The City shall have the right to designate a substitute City Representative by providing notice of such designation to the other parties. The City Representative, or his authorized designee, shall respond to a request for the City Representative’s approval, consent or waiver under this Agreement within 10 days after receipt of such request or within such other period as may be expressly required by this Agreement or agreed to in writing by the parties. Except as expressly stated otherwise in this Agreement, the City Representative’s failure to respond to any such request within such ten-day or other applicable period shall be conclusively deemed the City’s denial of such request. 2.2 Arena Manager Representative.. The Arena Manager’s then current general manager of Arena Facility operations shall be the Arena Manager’s authorized representative who shall act as liaison and contact person among the Arena Manager and the other parties in administering and implementing the provisions of this Agreement. The Arena Manager shall have the right to designate a substitute Arena Manager Representative by providing notice of such designation to the other parties. The Arena Manager Representative, or his authorized designee, shall respond to a request for the Arena Manager’s approval, consent or waiver under this Agreement within 10 days after receipt of such request or within such other period as may be expressly required by this Agreement or agreed to in writing by the parties. Except as expressly stated otherwise in this Agreement, the Arena Manager Representative’s failure to respond to any such request within such ten-day or other applicable period shall be conclusively deemed the Arena Manager’s denial of such request. 2.3 Team Owner Representative.. The Team Owner’s then current chief operating officer shall be the Team Owner’s authorized representative who shall act as liaison and contact person among the Team Owner and the other parties in administering and implementing the provisions of this Agreement. The Team Owner shall have the right to designate a substitute Team Owner Representative by providing notice of such designation to the other parties. The Team Owner Representative, or his 16
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