copy to:
General Counsel
Seneca Gaming Corporation
310 Fourth Street
Niagara Falls, New York (Seneca Nation Territory) 14303
Seneca Nation of Indians
President
Seneca Nation of Indians
William Seneca Building
12837 Route 438
Irving, New York
14081
With a copy to:
Seneca Nation of Indians
Department of Justice
P.O. Box 231
Salamanca, New York
14779
City of Buffalo, New York
Mayor
City of Buffalo
Room 201 City Hall
Buffalo, New York 14202
With a copy to:
Corporation Counsel
City of Buffalo
Room 201 City Hall
Buffalo, New York 14202
(B)
FURTHER ASSURANCES.
THE PARTIES SHALL EXECUTE AND DELIVER ALL
FURTHER INSTRUMENTS AND DOCUMENTS AND TAKE ANY FURTHER ACTION THAT MAY BE
REASONABLY NECESSARY TO IMPLEMENT THE INTENT AND THE TERMS AND CONDITIONS OF
THIS AGREEMENT.
WITHOUT LIMITATION OF THE FOREGOING, THE PARTIES WILL EACH
SEEK, IN A TIMELY MANNER, ANY FURTHER RATIFICATION OF THIS AGREEMENT THAT MAY BE
REQUIRED.
13
(C)
SUCCESSORS AND ASSIGNS.
ALL COVENANTS AND AGREEMENTS HEREIN
CONTAINED BY OR ON BEHALF OF THE PARTIES SHALL BE BINDING UPON AND INURE TO THE
BENEFIT OF THE
PARTIES AND THEIR RESPECTIVE LEGAL REPRESENTATIVES, SUCCESSORS,
AND ASSIGNS.
(D)
NO ASSIGNMENT.
NEITHER THIS AGREEMENT NOR ANY RIGHTS,
RESPONSIBILITIES OR OBLIGATIONS HEREUNDER CAN BE TRANSFERRED OR ASSIGNED,
WHETHER BY OPERATION OF LAW OR OTHERWISE, WITHOUT THE PRIOR WRITTEN CONSENT OF
THE NON-ASSIGNING PARTIES.
(E)
NO THIRD PARTY BENEFICIARIES.
ALL PROVISIONS HEREIN ARE IMPOSED
SOLELY AND EXCLUSIVELY FOR THE BENEFIT OF THE PARTIES HERETO.
NO OTHER PERSON
SHALL HAVE ANY RIGHT, BENEFIT, PRIORITY, OR INTEREST HEREUNDER OR AS A RESULT
HEREOF OR HAVE STANDING TO REQUIRE SATISFACTION OF PROVISIONS HEREOF IN
ACCORDANCE WITH THEIR TERMS.
(F)
GOVERNING LAW.
SOLELY AND EXCLUSIVELY FOR THE LIMITED PURPOSES
OF THIS AGREEMENT, THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS
EXECUTED IN AND TO BE PERFORMED IN THAT STATE, WITHOUT REFERENCE TO ANY CONFLICT
OF LAWS PROVISIONS THEREOF EXCEPT SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK
GENERAL OBLIGATIONS LAW.
(G)
SEVERABILITY.
IN THE EVENT ANY ONE OR MORE OF THE PROVISIONS
CONTAINED IN THIS AGREEMENT SHALL, FOR ANY REASON, BE HELD TO BE INVALID,
ILLEGAL, OR UNENFORCEABLE IN ANY RESPECT, SUCH INVALIDITY, ILLEGALITY, OR
UNENFORCEABILITY SHALL NOT AFFECT ANY OTHER PROVISION OF THIS AGREEMENT.
(H)
MODIFICATIONS AND AMENDMENTS.
THIS AGREEMENT MAY BE AMENDED ONLY
BY AN AGREEMENT IN WRITING EXECUTED BY ALL OF THE PARTIES HERETO, WITH ANY
APPROVAL WHICH MAY BE REQUIRED BY APPLICABLE LAW.
(I)
REFERENCES. REFERENCES IN THIS AGREEMENT TO SECTION OR APPENDIX
NUMBERS OR LETTERS SHALL BE TO SECTIONS OF OR APPENDICES TO THIS AGREEMENT,
UNLESS EXPRESSLY STATED TO THE CONTRARY.
REFERENCES IN THIS AGREEMENT TO
"HEREBY," "HEREIN," "HEREINAFTER," "HEREOF," "HEREUNDER" AND WORDS OF SIMILAR
IMPORT SHALL BE TO THIS AGREEMENT IN ITS ENTIRETY AND NOT ONLY TO THE PARTICULAR
SECTION OR APPENDIX IN WHICH SUCH REFERENCE APPEARS.
(J)
COMPACT.
NOTHING IN THIS AGREEMENT SHALL LIMIT THE RIGHTS OF ANY
PARTY TO THE COMPACT OR BE DEEMED