Common use of The Event Clause in Contracts

The Event. 3.1 If the City is selected as host city and this Agreement is not terminated by the City or the Authority under Section 2, those stages of the Event to be held in the City will consist of: (i) possibly one America’s Cup World Series Pre-regatta in 2011; (ii) one or two America’s Cup World Series Pre-regattas in 2012, each having an approximate duration of nine racing days (or, if there is no Pre-regatta in 2011 and only one Pre- regatta in 2012, having an approximate duration of eighteen racing days); (iii) the America’s Cup Challenger Series having a minimum of 20 race days ; (iv) the America’s Cup Defender Series, if GGYC elects to hold one; and (v) the Match having a minimum of five race days. 3.2 The Authority currently plans to stage the Event generally in accordance with the Event Plan, utilizing the Venues described in the Space Plan. The Parties acknowledge that the Event Plan and the Space Plan are preliminary and subject to change by mutual agreement of the parties, and are dependent on numerous factors including, without limitation, due diligence review of the Venues, sponsorship support and other economic considerations, the scope and outcome of CEQA review and the timing, availability and conditions of required authorizations, approvals and exemptions from Governmental Authorities. References in this Agreement to the “Event Plan” and the “Space Plan” include Exhibit A and Exhibit B, respectively, as the same may be modified from time to time by the Authority in accordance with this Agreement. The Authority acknowledges that: (i) the information in the Event Plan and the Space Plan will serve as the basis for the “project” description for environmental review of the Event under CEQA; (ii) the degree of specificity that the Authority is able to provide in the Event Plan and the Space Plan will affect the City’s ability to complete environmental review under CEQA by the date specified in Section 2.3; and (iii) subsequent changes in the Event Plan and the Space Plan affecting the environmental impacts of the Event may affect the date by which environmental review will be completed. 3.3 The parties acknowledge the need for flexibility in the planning, organizing and conducting the Event and they agree to work cooperatively to assure such flexibility. The Authority shall give the City, the Committee and relevant Governmental Authorities sufficient advance notice of any material change to the Event Plan to permit the implementation of applicable commitments included in Section 1.2, insofar as the same are affected by changes to the Event Plan. The Authority acknowledges that support of various Governmental Authorities is essential to host the Event, and that any unilateral, material changes to the Event Plan by the Authority could materially impair the ability of the City, the Committee and/or Governmental Authorities to satisfactorily provide the Event support contemplated in Section 1.2. Accordingly, any material changes to Event Plan by the Authority are subject to the ability of the City, the Committee and applicable Governmental Authorities to meet their respective obligations as set forth in this Agreement, as such respective entities may reasonably determine. The City and the Committee nevertheless shall use their best efforts to accommodate such changes to the Event Plan as the Authority determines to be necessary or desirable. Furthermore, the Parties agree that, subject to City’s and Governmental Authority’s approval (if applicable), the Authority may relocate amongst the Venues shown on the Space Plan some or all of the activities or functions contemplated in the Event Plan. 3.4 Except with the City’s prior written consent (and the Committee’s prior consent with respect to costs or obligations of the Committee), the Authority may not amend the Event Plan to: (i) eliminate any stage of the Event to be held in San Francisco under Section 3.1; or (ii) reduce the duration of any stage of the Event to be held in San Francisco below the minimum number of days specified for such stage in the Event Plan. Such consent (or consents) also shall be required for any change the Authority desires to make to the Space Plan that would materially enlarge the Venues beyond those described in the Space Plan, materially increase the cost to the City, or materially accelerate the date the City is to deliver any of the Venues. As a condition to its or their consents under this Section 3.4, the City and/or the Committee may require appropriate modifications to other elements of the Space Plan or extensions of the delivery date of affected Venues under the applicable Venue Lease.