SHALL BE NEGOTIATED IN GOOD FAITH AND SHALL INCLUDE
A LOAN TO THE TRIBE FOR THE COSTS OF CONSTRUCTION, EQUIPMENT AND ALL NECESSARY
FURNITURE AND FIXTURES AND SHALL BE SUBJECT TO THE APPROVAL OF NIGC.
IN
CONSIDERATION OF THE COVENANTS OF MANAGER CONTAINED HEREIN, THE RECEIPT AND
SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED BY TRIBE, OTHER THAN CONTINUING THE
EXISTING BINGO OPERATION AT WATONGA, OKLAHOMA, TRIBE AGREES THAT FOR A PERIOD OF
TIME COMMENCING AS OF THE DATE HEREOF AND CONTINUING THROUGH THE END OF THE TERM
OF THIS AGREEMENT, AS IT MAY BE EXTENDED, IT SHALL NOT PARTICIPATE, DIRECTLY OR
INDIRECTLY, IN ANY OTHER GAMING OPERATIONS WITHIN A RADIUS OF 55 MILES FROM
CONCHO, OKLAHOMA, WITHOUT THE PRIOR WRITTEN CONSENT OF MANAGER.
SINCE ANY
VIOLATION OF THE FOREGOING PROVISIONS OF THIS SECTION 19.10 BY THE TRIBE WOULD
RESULT IN IMMEDIATE AND IRREPARABLE INJURY TO THE MANAGER, THE TRIBE AGREES THAT
THE MANAGER WILL HAVE THE RIGHT TO OBTAIN EQUITABLE RELIEF INCLUDING AN
INJUNCTION TO SPECIFICALLY ENFORCE THE TERMS OF THIS SECTION 19.10, AND TO
OBTAIN ANY OTHER LEGAL OR EQUITABLE REMEDIES THAT MAY BE AVAILABLE.
IN THE
EVENT OF ANY VIOLATION BY THE TRIBE OF THIS SECTION 19.10, THE TRIBE AGREES TO
PAY THE REASONABLE COSTS AND LEGAL FEES TO THE MANAGER IN PURSUING ANY OF ITS
RIGHTS WITH
41
RESPECT TO THIS SECTION 19.10, IN ADDITION TO THE DAMAGES SUSTAINED BY THE
MANAGER.
FOR PURPOSES OF ENFORCING ITS RIGHTS UNDER THIS SECTION 19.10, THE
TRIBE AGREES THAT ANY ACTION BROUGHT BY MANAGER TO ENFORCE ITS RIGHTS UNDER THIS
SECTION 19.10 MAY BE VENUED IN THE UNITED STATES DISTRICT COURT FOR THE WESTERN
DISTRICT OF OKLAHOMA, AND THE TRIBE HEREBY SUBMITS TO THE JURISDICTION OF SUCH
COURT FOR THAT LIMITED PURPOSE.
MANAGER AGREES THAT DURING THE TERM OF THIS
AGREEMENT IT SHALL NOT PARTICIPATE IN ANY OTHER GAMING OPERATION WITHIN A RADIUS
OF 65 MILES FROM CONCHO, OKLAHOMA WITHOUT PRIOR WRITTEN CONSENT OF TRIBE.
19.11
OLD FACILITY.
MANAGER SHALL CONSULT WITH TRIBE ABOUT THE EXISTING
BINGO OPERATION.
19.12
SEMI ANNUAL MEETING.
MANAGER SHALL BE AVAILABLE FOR A MEETING AT
THE GAMING OPERATION WITH ITS PRINCIPALS AND THE BUSINESS COMMITTEE, TRIBAL
REPRESENTATIVE AND TRIBAL GAMING BOARD AT LEAST EVERY SIX {5} MONTHS DURING THE
TERM HEREOF TO DISCUSS ALL MATTERS RELEVANT TO THE GAMING OPERATION.
ARTICLE XX
DUTY TO DEFEND, NOTICE OF CLAIMS, SELECTION OF COUNSEL
20.1
DEFENSE OF CLAIMS.
IT SHALL BE THE DUTY OF THE MANAGER TO DEFEND
ANY AND ALL CLAIMS AND ACTIONS BROUGHT AGAINST MANAGER, THE FACILITY OR TRIBAL
GAMING INTERESTS WITH ALL COSTS OF DEFENSE, INCLUDING BUT NOT LIMITED TO,
ATTORNEYS' FEES, NECESSARY AND REASONABLE EXPENSES OF THE LITIGATION, AND EXPERT
WITNESS FEES TO BE CONSIDERED OPERATING EXPENSES OF THE GAMING OPERATIONS.
SUCH
CLAIMS AND ACTIONS SHALL NOT BE LIMITED BY THE NATURE OR THE AMOUNT OF SUCH
CLAIMS UNLESS OTHERWISE SPECIFICALLY STATED HEREIN, BUT SHALL INCLUDE ONLY SUCH
CLAIMS AND ACTIONS AS ARE BROUGHT RELATIVE TO THE DUTIES AND OBLIGATIONS OF
MANAGER UNDER