THIS MANAGEMENT AGREEMENT AND ANY AND ALL ACTIVITIES OF MANAGER IN
THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER.
20.2
NOTICE.
MANAGER SHALL BE RESPONSIBLE FOR GIVING PROMPT NOTICE TO
TRIBE OF ANY AND ALL CLAIMS OR ACTIONS BROUGHT AGAINST MANAGER, THE FACILITY,
TRIBAL GAMING INTERESTS OR ANY
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PERSONS ACTING ON BEHALF OF ANY OF THE ABOVE, WHERE SUCH CLAIM OR ACTION IS
RELATED TO THE GAMING OPERATION OR THE FACILITY.
CLAIMS AND ACTIONS, FOR
PURPOSES OF THIS AGREEMENT, SHALL INCLUDE ADMINISTRATIVE, CIVIL OR CRIMINAL
ACTIONS BROUGHT IN ANY FORUM OR JURISDICTION, INCLUDING CLAIMS OR ACTIONS
BROUGHT BEFORE THE NATIONAL INDIAN GAMING COMMISSION PURSUANT TO THE INDIAN
GAMING REGULATORY ACT OF 1988.
20.3
DUTY TO DEFEND.
MANAGER SHALL BE REQUIRED TO DEFEND ANY AND ALL
SUCH CLAIMS AND TO SECURE TRIBAL APPROVAL FOR HIRING COMPETENT COUNSEL IN THE
DEFENSE THEREOF AT THE EXPENSE OF THE GAMING OPERATION.
IN THE EVENT THAT
ISSUES OF SUCH A NATURE AND MAGNITUDE ARE ADDRESSED BY ANY SUCH ACTION OR CLAIM
AS TO DIRECTLY ENDANGER THE TRIBAL GOVERNMENTAL CAPACITY OF THE TRIBE, TRIBAL
ASSETS (OTHER THAN FUTURE EARNINGS FROM THE GAMING OPERATION) OR OTHER MORE
SUBSTANTIAL TRIBAL INTERESTS, THEN IN THAT EVENT TRIBE MAY ELECT TO SELECT AND
PROVIDE COUNSEL OF ITS CHOICE TO ADDRESS SUCH ISSUES IN ORDER TO INSURE AND
PROTECT ITS INTEREST THEREIN.
AT THE OPTION OF MANAGER, MANAGER MAY CHOOSE TO
PROVIDE CO-COUNSEL TO WORK IN CONJUNCTION WITH TRIBAL COUNSEL AT THE EXPENSE OF
THE GAMING OPERATION.
ANY AND ALL COSTS RELATIVE TO TRIBAL COUNSEL'S
PARTICIPATION OR ASSUMING OF RESPONSIBILITY OVER SUCH GREATER ISSUES OF SAID
CLAIMS OR ACTIONS, WHETHER ADMINISTRATIVE OR OTHERWISE, SHALL BE AN EXPENSE TO
BE SHARED EQUALLY BETWEEN TRIBE AND THE GAMING OPERATION WITH NO MORE THAN
ONE-HALF OF SAID COSTS TO BE PAID AS AN EXPENSE OF OPERATION OF THE FACILITY.
20.4
TRIBAL ATTORNEY.
MANAGER SHALL HAVE THE RIGHT TO CONTRACT
INDEPENDENTLY WITH TRIBE'S ATTORNEY TO RENDER ANY OR ALL OF SAID REPRESENTATION
HEREINABOVE DESCRIBED, OR MANAGER SHALL BE ENTITLED TO SELECT COUNSEL WITH
TRIBAL APPROVAL FOR ANY AND ALL REPRESENTATION, COUNSEL, ADVICE OR OTHER LEGAL
SERVICES REASONABLY RELATED TO THE FULFILLMENT OF THEIR DUTIES AND OBLIGATIONS
AND THE EXERCISE OF THEIR RIGHTS UNDER THIS AGREEMENT.
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20.5
LEGAL FEES.
MANAGER SHALL BE RESPONSIBLE FOR ANY AND ALL COSTS OF
LEGAL REPRESENTATION OBTAINED BY MANAGER FOR PURPOSES OTHER THAN CARRYING OUT
THEIR DUTIES AND RESPONSIBILITIES UNDER THIS AGREEMENT, AND NO SUCH OTHER
EXPENSES OR COSTS SHALL BE PAID AS AN EXPENSE OF THE OPERATION OF THE FACILITY.
20.6
INDEMNIFICATION.
MANAGER SHALL BE ENTITLED TO INDEMNIFICATION FROM
THE GAMING OPERATION FOR ALL LIABILITIES INCURRED AND CLAIMS MADE AS A RESULT OF
MANAGER'S GOOD FAITH PERFORMANCE OF DUTIES UNDER THIS AGREEMENT IF THE TRIBE,
MANAGER, ANY CONTRACTOR OR SUBCONTRACTOR OR ANY EMPLOYEES OF THE GAMING
OPERATION ARE SUED BY ANY PERSON BASED ON TRIBAL, STATE OR FEDERAL STATUTE OR
LAW, MANAGER SHALL HAVE THE RIGHT TO DEFEND SUCH ACTION OR ACTIONS ON BEHALF OF
ITSELF.
THE TRIBE