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

SUBSTANTIAL FINAL DRAFT 11/27/12 12:35
15.5 Abatement of Certain Team Owner Obligations.. If a Taking, or the restoration of the
Arena Facility to the Condemnation Restoration Standard, prevents or materially interferes with the
playing of Home Games at the Arena Facility (including by reason of the inadequacy of parking), then,
until the Arena Facility has been restored to the Condemnation Restoration Standard, the Team Owner
shall not be required pursuant to the Noncompetition/Non-Relocation Agreement to play Home Games
at the Arena Facility.
15.6 No Condemnation by City.. Notwithstanding the foregoing, or any other provision of
this Agreement, the City covenants, warrants, represents and agrees that it shall not, at any time during
the Term, initiate, engage in, undertake, attempt or pursue, either singly or in combination with any other
governmental entity(ies), a condemnation proceeding by right of eminent domain with respect to any
portion of the Arena Facility, except for Takings that are for the purpose of acquiring additional right-ofway
or utility easements and that do not involve a Substantial Taking.
16REPRESENTATIONS, WARRANTIES AND COVENANTS..
REPRESENTATIONS, WARRANTIES AND COVENANTS.
All covenants, representations and warranties contained in this Agreement shall survive the
execution and delivery of this Agreement and the Closing. No action taken pursuant to or related to this
Agreement shall be deemed to constitute a waiver by the party taking such action of compliance with any
representation, warranty, condition or agreement herein.
16.1 Arena Manager Representations and Warranties .. The Arena Manager represents and
warrants to the other parties that, as of the Effective Date and the Closing Date:
16.1.1 Organization; Authorization. The Arena Manager is a limited liability company,
duly organized and validly existing under the laws of the State of ArizonaDelaware; the Arena Manager
has all requisite power and authority to enter into this Agreement; and the execution, delivery and
consummation of this Agreement by the Arena Manager have been duly authorized.
16.1.2 No Violation. The execution, delivery and performance of this Agreement by the
Arena Manager will not result in the breach of or constitute a default under any loan or credit agreement,
or any other agreement, instrument, judgment or decree, to which the Arena Manager is a party or by
which the Arena Manager or its assets may be bound or affected. All consents and approvals of any
Person (including members of the Arena Manager) required in connection with the Arena Manager’s
execution, delivery and performance of this Agreement have been obtained.
16.1.3 Litigation. Other than as disclosed by the Arena Manager to the other parties, no
suit is pending against the Arena Manager which could reasonably have a material adverse affect upon the
Arena Manager’s performance under this Agreement. There are no outstanding judgments against the
Arena Manager which could reasonably have a material adverse affect upon the Arena Manager’s
performance under this Agreement.
16.1.4 No Conflicts. This Agreement is not prohibited by, and does not conflict with,
any other agreement, judgment or decree to which the Arena Manager is a party or is otherwise subject.
16.1.5 No Violation of Laws. As of the Closing Date, the Arena Manager has received
no notice asserting any noncompliance in any material respect by the Arena Manager with Applicable
Law relating to the transactions contemplated hereby; and the Arena Manager is not in default with
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