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

SUBSTANTIAL FINAL DRAFT 11/27/12 12:35
amended and, if so, the date and substance of each such amendment; (iii) whether, to the Arena Manager
Representative’s knowledge after reasonable inquiry, there exists (or with the passage of time and the
giving of notice there will exist) any Team Owner Default by the Team Owner and, if so, the nature of the
Team Owner Default; and (iv) such other information pertaining to this Agreement and then available to
the public as the Team Owner may reasonably request in such request. The Team Owner may give any
such certificate to, and any such certificate may be relied upon by, the Person to whom it is addressed.
12.1.3 Assignment of Team Owner Rights. Subject to the terms and conditions of the
Noncompetition/Non-Relocation Agreement, the Team Owner shall have the right, without any additional
consent or approval of the other parties, to assign, pledge, transfer or sell to any lender providing
financing to the Team Owner or any of its Affiliates, as security for such financing, the rights of the Team
Owner under this Agreement, provided that, if applicable, the NHL has approved or consented to such
assignment.
(a) The Team Owner shall, not later than 30 days after such assignment
becomes effective, give the other parties notice (the “Notice of Team Owner Assignment”) of such
assignment, and the Notice of Team Owner Assignment shall include the name and address of the Team
Owner Assignee.
(b) Each of the other parties agrees to, upon request from the Team Owner
or the Team Owner Assignee, deliver to the Team Owner Assignee an acknowledgement, executed by the
City Representative and the Arena Manager Representative of receipt of a given Notice of Team Owner
Assignment; provided however, nothing in this Section shall alter, amend, reduce or excuse the Team
Owner from performing the Team Owner’s obligations under this Agreement.
(c) Following receipt of a Notice of Team Owner Assignment, none of the
City and the Arena Manager shall enter into or consent to any amendment, waiver, modification or
termination of this Agreement by agreement of the parties hereto without the prior consent of the Team
Owner Assignee named in such Notice of Team Owner Assignment.
(d) The Team Owner hereby authorizes and directs each of the other parties,
following such other party’s receipt of (i) a Notice of Team Owner Assignment; (ii) the Team Owner
Assignee’s notice of a default by the Team Owner under the terms and conditions of the financing
secured by the assignment described in such Notice of Team Owner Assignment; and (iii) the Team
Owner Assignee’s request for payment, to make any payments to be made by such other party to the
Team Owner under this Agreement directly to the Team Owner Assignee. No such other party shall have
any obligation to verify or investigate the existence of any claimed default described in the Team Owner
Assignee’s notice.
12.1.4 Notices to Team Owner Assignee. Following receipt from the Team Owner of a
Notice of Team Owner Assignment, each of the other parties shall, contemporaneously with giving any
notice to the Team Owner under this Agreement, send a copy of such notice to the Team Owner Assignee
named in such Notice of Team Owner Assignment and addressed to such Team Owner Assignee at the
address of such Team Owner Assignee set forth in such Notice of Team Owner Assignment.
12.1.5 Team Owner Assignee’s Right to Cure Team Owner Default. Following the
receipt by a party hereto (other than the Team Owner) from the Team Owner of a Notice of Team Owner
Assignment, the Team Owner Assignee named therein shall have the right, but not the obligation, to cure
any Team Owner Default, whether then existing or thereafter arising.
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