7. CONDITIONS PRECEDENT.
Subject to Paragraph 9, any obligations of the County (as to Conditions A-D below), the Team (as to Condition F below) and the County and the Team (as to Condition E below), with respect to the construction of the Stadium Project, the Parking and Infrastructure Improvements and the consummation of the transactions contemplated in this Agreement and the parties' other rights hereunder, are subject to the following conditions precedent:
A. Legislation. The adoption of any and all legislation, ordinances and resolutions that now or hereafter may have to be adopted by the State to authorize the performance of the obligations of the County described in this Agreement including, without limitation of the foregoing, any legislation required to permit bonding or other financing techniques which the County desires to use and to permit the leasing of the Stadium Project to the Team as contemplated herein.
B. Appropriation of Necessary Funds. The State shall have taken no action which would preclude the appropriation of State funds needed to complete the Stadium Project and the Parking and Infrastructure Improvements.
C. Issuance of Bonds. The issuance and sale by the County of bonds in an amount necessary to fund its undertakings under this Agreement. D. Regulatory Approval. There shall not have been issued or promulgated any act by any federal, state, or local authorities which would (i) preclude the issuance of any and all federal, State and local orders, licenses and permits which may be required to construct the Stadium Project and the Parking and Infrastructure Improvements or (ii) threaten or preclude the tax exempt status for the County's Bonds.
E. Execution of Agreements. The execution by all relevant parties of Lease and all other agreements as may be necessary or desirable in connection with the consummation of the transactions contemplated in this Agreement on or before September 30, 1999.
F. Sales Campaign. On or before September 30, 1999, the County (as to (1) only and only if the County elects to sell COAs) and the Team (as to 2-4) shall sell, accept deposits for sales or otherwise satisfy themselves that they will be able to sell the following products at the levels specified below:
(1) Charter Ownership Agreements-Seat Licenses. The County (with Team assistance and cooperation) shall have the right to sell COAs with all revenue (net of commissions, fees, taxes and customary and reasonable expenses) generated therefrom retained by the County; provided that after the date of substantial completion of the Stadium the Team may sell any remaining unsold COAs and the Team shall retain the proceeds from such sales.
(2) Private Suites. The Team shall receive binding agreements for private suites, in form and content reasonably acceptable to the Team, representing at least 80% of the private suites (other than the County's suite) for the Stadium.
(3) Club Seats. The Team shall receive binding agreements for club seats, in form and content reasonably acceptable to the Team, representing at least 90% of the club seats at the Stadium.
(4) Season Tickets. The Team (or the County) shall receive binding agreements, in form and content reasonably acceptable to the Team, representing the sale of at least 15,000 season tickets (not including tickets attributable to private suites and club seats) for the initial baseball season at the Stadium Project.
In the event the requirements set forth in (2)-(4) of this Section F are not met prior to September 30, 1999, the Team shall have the right to terminate any agreements with the County relating to the Stadium Project entered into by the Team prior to such date. Such right of termination shall be exercised within ten (IO) days following such right's coming into existence or it shall be deemed waived. Upon execution by both parties of the Lease, all of the conditions precedent specified in (A) through (F) above will be deemed satisfied or waived by both parties; provided, however that the parties acknowledge that any of the above conditions which have not been satisfied as of the Lease execution date may be incorporated into the Lease as conditions subsequent thereto.
8. RESTRICTIONS ON TEAM.
The Team hereby agrees that front and after the date hereof until the earlier to occur of (i) execution of the Lease, or (ii) the date on which one or both of the parties hereto provides written notice to the other that it is unable to proceed with the Stadium Project due to a failure to satisfy a condition precedent described in Section 7 above, the Team shall not enter into or continue any negotiations with any parties other than the County regarding the locatio - relocation of the Team or its playing facilities; it being recognized that during such period the County shall have the exclusive right to negotiate the terms of agreements to construct a facility and a lease for the partying of professional baseball by the Team.
9. BINDING NATURE OF AGREEMENT.
The parties agree and recognize that the committments and rights included in paragraph 8 above are binding and supported by adequate consideration. The consideration provided by the binding commitments and rights as set forth in that paragraph is a material inducement for the County to expend the efforts and expenses that it will incur in attempting to satisfy, among other things, the conditions precedent set forth in paragraph 7. With regard to the remaining portions of this Agreement, this document constitutes an expression of the parties' intent concerning some of the material elements of the proposed Stadium Project and the Parking and Infrastructure Improvements, it being understood and agreed that all material terms of the proposed transaction are not yet agreed upon between the parties and must still be agreed upon to their mutual satisfaction. It is further understood that, with the express exception of the commitments, and rights included in paragraph 8 above, (a) no liabilities, rights or obligations whatsoever are intended to be created hereby between the parties, (b) this Agreement is not intended to constitute a legally binding contract to consummate the transactions referred to herein, (c) no party may claim any legal rights against any other party by reason of this Agreement or the taking or omission of any action in reliance hereon and (d) no party shall be deemed to have given up any rights which it had prior to entering into this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
THE CINCINNATI REDS
By: Marge U. Schott
By: John L. Allen
THE B0ARD OF COMMISSIONERS OF HAMILTON COUNTY, OHIO
By:
Name: David Krings
Title: County Administrator
