Druck, President
2001 Killebrew Drive, Suite 345
Minneapolis, Minnesota
55425
and to NIGC at:
National Indian Gaming Commission
1850 M Street N.W., Suite 250
Washington, D.C.
20036
29
ARTICLE IX
WARRANTIES AND REPRESENTATIONS
9.1
WARRANTIES AND REPRESENTATIONS.
THE PARTIES TO THIS AGREEMENT
WARRANT AND REPRESENT TO EACH OTHER THAT THEY WILL EACH ACT RESPONSIBLY TO
PROMPTLY REQUEST THE APPROVAL OF THIS AGREEMENT BY THE PROPER FEDERAL AGENCY OR
COMMISSION; THAT THEY WILL TAKE NO ACTION, NOR FAIL TO TAKE APPROPRIATE ACTION
TO SECURE THE APPROVAL OF THIS AGREEMENT.
NEITHER PARTY SHALL ATTEMPT TO ALTER
THE TERMS OF THIS AGREEMENT WITHOUT THE WRITTEN CONSENT OF THE OTHER, NOR WILL
THEY ATTEMPT TO MAKE ASSIGNMENT OR TRANSFER OF THEIR RIGHTS IN WHOLE OR IN PART
HEREUNDER TO ANY THIRD PARTY.
TRIBE WARRANTS TO MANAGER THAT TRIBE HEREBY
EXEMPTS THIS FACILITY FROM ANY ORDINANCE OR REGULATION WHICH WILL, BY VIRTUE OF
THE ENFORCEMENT OF SUCH ORDINANCE OR REGULATION, EFFECTIVELY AMEND OR MODIFY THE
TERMS OF THIS AGREEMENT, OR IN ANY WAY REDUCE THE BENEFITS TO MANAGER FROM THIS
AGREEMENT WHETHER PRESENTLY EXISTING OR HEREAFTER PROMULGATED FOR THE TERM OF
THIS AGREEMENT.
ARTICLE X
GROUNDS FOR TERMINATION
10.1
BREACH BY MANAGER.
THIS AGREEMENT MAY BE TERMINATED UPON THE
WRITTEN CONSENT AND APPROVAL OF BOTH PARTIES, OR BY THE TRIBE IN THE EVENT THAT
ANY PRINCIPAL, EMPLOYEE OR AGENT OF MANAGER IS FOUND GUILTY OF THEFT OR
EMBEZZLEMENT OF MONIES OR ASSETS OF THE TRIBAL GAMING OPERATION.
FOR PURPOSES
OF THIS SECTION, A PRINCIPAL OF MANAGER SHALL BE DEFINED AS JAMES B. DRUCK,
JEFFREY S. HALPERN OR ROBERT C. HARVEY.
HOWEVER, IN THE EVENT OF SUCH FINAL
DETERMINATION OF GUILT, MANAGER MAY TERMINATE SUCH PRINCIPAL, EMPLOYEE OR AGENT
OF MANAGER AND MAKE RESTITUTION FOR THE AMOUNT LOST AND THEREBY PRECLUDE TRIBE'S
RIGHT TO TERMINATE.
THIS AGREEMENT MAY ALSO BE TERMINATED BY A FINAL JUDGMENT
OF A COURT OF COMPETENT JURISDICTION AS A RESULT OF A FINDING OF A MATERIAL
BREACH OF SAME.
SUBJECT TO MANAGER'S ABILITY TO CURE ANY SHORTFALL BY
RESTITUTION AS PROVIDED ABOVE, IT IS SPECIFICALLY UNDERSTOOD AND AGREED THAT
THIS AGREEMENT MAY BE TERMINATED BY THE TRIBE IN THE EVENT THAT MANAGER FAILS TO
MAKE ANY PAYMENT
30
TO THE TRIBE WHEN DUE WITHOUT GOOD CAUSE OR REASONABLE EXPLANATION THEREFOR (IT
BEING UNDERSTOOD THAT MISTAKE, INADVERTENCE OR OTHER NEGLIGENT ERROR SHALL
CONSTITUTE "REASONABLE EXPLANATION" HEREUNDER), WHICH SHALL BE CONSIDERED A
MATERIAL BREACH OF THIS AGREEMENT.
A MATERIAL BREACH OF THIS AGREEMENT SHALL
INCLUDE, BUT NOT BE LIMITED TO, A FAILURE OF EITHER PARTY TO PERFORM ANY
MATERIAL DUTY OR OBLIGATION ON ITS PART FOR ANY TWENTY (20) CONSECUTIVE DAYS.
HOWEVER, NEITHER PARTY MAY TERMINATE THIS AGREEMENT ON GROUNDS OF MATERIAL
BREACH UNLESS IT HAS PROVIDED WRITTEN NOTICE TO THE OTHER PARTY OF ITS INTENTION
TO DECLARE A DEFAULT AND TO TERMINATE THIS AGREEMENT, AND THE DEFAULTING PARTY
THEREAFTER FAILS TO CURE OR TAKE STEPS TO SUBSTANTIALLY CURE THE DEFAULT WITHIN
SIXTY (60) DAYS FOLLOWING RECEIPT OF SUCH NOTICE.
THE DISCONTINUANCE