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

SUBSTANTIAL FINAL DRAFT 11/27/12 12:35
(c) No condition shall have changed or event shall have occurred which can
reasonably be expected to have a Material Adverse Effect on the Arena or the operating, maintenance or
other expenses or obligations relating to the operation of the Arena. “Material Adverse Effect” means
an event, change or occurrence that individually, or together with any other event, change or occurrence,
has a material adverse impact on the financial position, business or results of operations of such business;
provided, however, that the term “Material Adverse Effect” shall not include (i) changes in the overall
industry or markets in which the business operates, (ii) changes in GAAP; (iii) actions or omissions of
such business taken with the prior written consent of the other party to this Agreement, (iv) any change
relating to the economy or securities markets in general, (v) the effect of any change in any applicable law
or GAAP, or (vi) any change, effect, event, occurrence, state of facts or development resulting from any
action required to be taken or performed by the parties hereto after execution of this Agreement.
(d) Arena Manager and Team Owner shall have (a) entered into the NHL
Purchase Agreement on terms acceptable to them in their sole discretion for the acquisition of the Team
and the Franchise and the assumption of such related agreements as shall be acceptable to them in their
sole discretion, and (b) shall have secured financing on terms acceptable to them in their sole discretion
sufficient to consummate the transactions set forth under the NHL Purchase Agreement, this Agreement,
to pay all related expenses, and to operate the Arena and the Team post-Closing (collectively, the “NHL
Purchase and Financing Condition”).
(e) All conditions to the consummation of the transactions contemplated
under the NHL Purchase and Financing Condition shall have been satisfied or waived.
(f)
City and the Team Owner.
The Related Agreements shall have been executed and delivered by the
17.2.2 Conditions to the Obligations of the Team Owner. The Team Owner’s obligation
to consummate the transactions contemplated in this Agreement shall be subject to the following
conditions precedent having been satisfied on and as of the Closing Date, to the reasonable satisfaction of
Team Owner or the waiver thereof by Team Owner, which waiver shall be binding upon Team Owner
only to the extent made in writing and dated as of the Closing Date:
(a) The City shall have duly and timely performed and fulfilled in all
material respects its duties, obligations, promises, covenants and agreements hereunder with respect to the
period between the Effective Date and the Closing.
(b) The representations and warranties given by the City to the Team Owner
hereunder shall be true and correct in all material respects as of the Closing Date.
(c) No condition shall have changed or event shall have occurred which can
reasonably be expected to have a Material Adverse Effect on the Arena or the operating, maintenance or
other expenses or obligations relating to the operation of the Arena.
(d)
The NHL Purchase and Financing Condition.
(e) All conditions to the consummation of the transactions contemplated
under the NHL Purchase and Financing Condition shall have been satisfied or waived.
(f)
City and the Arena Manager.
The Related Agreements shall have been executed and delivered by the
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