Involuntary Termination Due to Changes in Legal Requirements. It is the understanding and intention of the parties that the establishment and operation of the Enterprise shall conform to, and comply with all Legal Requirements. If during the Term of this Agreement, the Enterprise or any material aspect of Gaming is determined by the Congress of the United States, the Department of the Interior of the United States of America or the NIGC or the final judgment of a court of competent jurisdiction to be unlawful under federal law, MBPI and MPM shall use their respective good faith best efforts to amend this Agreement in a mutually satisfactory manner which will comply with the change in applicable laws and not materially change the rights, duties and obligations of the parties hereunder. In the event such amendment can not be legally effected following exhaustion of all such good faith best efforts (including the lapse of all legal proceedings and appeal periods without favorable results), the obligations of the Parties hereto shall cease, and this Agreement shall be of no further force and effect provided that:
(i) MPM shall have the rights described in Section 4.4 of this Agreement;
(ii) each Party shall retain all money previously paid to them pursuant to Section 6 of this Agreement;
(iii) funds of the Enterprise in any Enterprise account shall be paid and distributed in Section 6 of this Agreement;
(iv) any money loaned to the Enterprise by MBPI shall be repaid in accordance with the terms of this Agreement or the Bank Loan Documents entered into when the advance was made; and
(v) MBPI or the Authority shall retain its interest in the title (and any lease) to all Enterprise assets, including all fixtures, supplies and equipment, subject to the rights of MPM under the Security and Reimbursement Agreement and subject to any requirements of financing arrangements. Except to the extent required by the Bank Loan Documents, nothing in this Section 10.4 shall impair the rights of MPM (a) to fees, repayment or payments of all amounts otherwise due to MPM under this Agreement, including but not limited to the Management Fee, and unpaid principal and interest on all monies loaned to MPI whether pursuant to this Agreement or otherwise as if this Agreement had not been terminated, and (b) to retain all fees previously paid to MPM by MBPI.
Involuntary Termination Due to Changes in Legal Requirements. It is the understanding and intention of the Parties that the establishment and operation of the Enterprise conforms to and complies with all Legal Requirements. If during the term of this Agreement, a final judgment of a court of competent jurisdiction determines Gaming at the Enterprise is unlawful, and all appeals from such judgment have been exhausted, the obligations of the Parties hereto shall cease and this Agreement shall be of no further force and effect except as to (a) accrued liabilities, (b) to the provisions of Section 12.2 and Section 17 and (c) to Manager’s rights under the Loan Documents; provided that (i) the Manager and the Tribe shall retain all money previously paid to them pursuant to Section 6 of this Agreement; (ii) funds of the Enterprise in any account shall be paid and distributed as provided in Section 6 of this Agreement; (iii) any money loaned by or guaranteed by the Manager or its affiliates to the Tribe shall be repaid to the Manager; and (iv) the Tribe through the Board shall retain its interest in the title (and any lease) to all Enterprise fixtures, supplies and equipment, subject to any requirements of financing arrangements.
Involuntary Termination Due to Changes in Legal Requirements. It is the understanding and intention of the parties that the establishment and operation of the Gaming Enterprise conforms to and complies with all Legal Requirements. If during the term of this Agreement, the Gaming Enterprise, any material aspect of Gaming or any material aspect of the Compact is rendered unlawful by an Act of Congress, or is determined to be unlawful under federal law by the final judgment of a federal or state court of competent jurisdiction, the obligations of the parties hereto shall cease, and this Agreement shall be of no further force and effect; provided that (i) Manager shall have the rights in SECTION 4.4 of this Agreement; (ii) Manager and the Authority shall retain all money previously paid to them pursuant to ARTICLE 6 of this Agreement; (iii) funds of the Gaming Enterprise in any account shall be paid and distributed as provided in ARTICLE 6 of this Agreement; (iv) any money lent by or guaranteed by Manager or its affiliates to the Authority shall be repaid to Manager to the extent provided in SECTION 15.2.1; and (v) the Authority shall retain its interest in the lease and title to all Furniture, Trade Fixtures and Equipment, and Gaming Enterprise supplies, subject to the rights of Manager under the Financing Agreements and subject to any requirements of financing arrangements.
Involuntary Termination Due to Changes in Legal Requirements. It is the understanding and intention of the Parties that the development, construction and operation of the Facilities shall conform to and comply with all Legal Requirements and Applicable Law. If during the term of this Agreement, the Facilities or any material aspect of the Enterprise within each respective Facility is identified for enforcement by the Congress of the United States, the Department of Justice of the United States of America or any other federal agency, and the Parties are not able to reasonably resolve the issues giving rise to the determination that the Enterprise is unlawful, all prior obligations of payment for services previously rendered shall remain in full force and effect, the further obligations of the Parties hereto shall cease (and this Agreement shall be of no further force and effect with respect to such further obligations); provided that:
(i) Section 10.4 of this Agreement shall apply if it reasonably appears that the issues can be resolved within the 2 (two) year period specified in that Section;
(ii) STWC, and TBD shall retain all money previously paid to them pursuant to this Agreement; and
(iii) TBD shall retain its interest in the title (and any lease) to all Furnishings and Equipment, subject to the rights of STWC under this Agreement, and any other applicable agreement.
Involuntary Termination Due to Changes in Legal Requirements. It is the understanding and the intention of the parties that the development, construction and operation of the Enterprise shall conform to and comply with all Legal Requirements. If during the term of this Agreement, the Enterprise or any material aspect of the Gaming contemplated by the parties pursuant to this Agreement is determined by the Congress of the United States, the United States Department of the Interior, the NIGC or the final judgment of a court of competent jurisdiction to be unlawful, the obligations of the parties hereto shall cease, and this Agreement shall be of no further force and effect; provided that:
(i) Any money loaned to TRIBE by or guaranteed by FHRI shall be repaid to FHRI immediately from Tribe share of undistributed proceeds of the gaming Enterprise.
(ii) TRIBE shall retain its interest in the title (and any lease) to the Enterprise’s assets, including all fixtures, supplies and equipment, subject to the rights of FHRI under the Security and Reimbursement Agreement and subject to any requirements of any financing agreements.
Involuntary Termination Due to Changes in Legal Requirements. It is the understanding and intention of the parties that the development, construction and operation of the Facility shall conform to and comply with all Legal Requirements. If during the term of this Agreement, the Facility or any material aspect of Gaming is determined by the Congress of the United States, the Department of the Interior of the United States of America, the NIGC or the final judgment of a court of competent jurisdiction to be unlawful under federal law, the obligations of the parties hereto shall cease, and this Agreement shall be of no further force and effect; provided that:
(i) Developer shall have the rights described at Sections 12.6 and 12.7 of this Agreement; Exhibit 10.11
(ii) Developer shall retain any fees previously paid to it pursuant to this Agreement;
(iii) the Tribe shall retain its interest in the title (and any lease) to all Facility assets, including all fixtures, supplies and equipment, subject to any requirements of financing arrangements.
Involuntary Termination Due to Changes in Legal Requirements. It is the understanding and intention of the Parties that the establishment and operation of the Businesses shall conform to and comply with all Legal Requirements. If during the term of this Agreement, the Businesses or any material aspect of Gaming Operations is determined by the NIGC or the final judgment of a court of competent jurisdiction to be unlawful under federal or state law, then, provided that the Manager does not elect for this Agreement to continue in accordance with Section 4.4, the obligations of the parties hereto shall cease, and this Agreement shall be of no further force and effect; provided that:
10.3.1 Manager shall have the rights described in Section 4.4.3 of this Agreement;
10.3.2 Manager and the Tribe shall retain all money previously paid to them pursuant to Section 6 of this Agreement;
10.3.3 all amounts due to the Manager through the date of termination shall be paid; and
10.3.4 the Tribal Parties shall retain their interest in the title (and any lease) to all assets of the Businesses, including all fixtures, supplies and Furnishings and Equipment.
Involuntary Termination Due to Changes in Legal Requirements. It is the understanding and intention of the parties that the development, construction and operation of the Enterprise shall conform to and comply with all Legal Requirements.
Involuntary Termination Due to Changes in Legal Requirements. The parties hereby agree to use their best efforts to ensure this Development Agreement conforms to and complies with all applicable laws and Legal Requirements. The Tribe agrees that, except as may be required by federal law, the Tribe will not enact or pass any new ordinances subsequent to the execution of this Development Agreement that would materially impair the rights of Developer under this Development Agreement. In the event of any change in state or federal laws that results in a final determination by a court of competent jurisdiction that this Development Agreement is unlawful, the Tribe and Developer shall use their respective good faith best efforts to amend this Development Agreement in a mutually satisfactory manner which will comply with the change in applicable laws and not materially change the rights, duties and obligations of the parties hereunder. In the event such amendment can not be legally effected following exhaustion of all such good faith best efforts (including the lapse of all legal proceedings and appeal periods without favorable results) performance of this Development Agreement shall be automatically suspended effective upon the date that performance of this Development Agreement becomes unlawful by such final determination, and either party shall have the right to terminate such suspended Development Agreement (except the Notes and Security Provisions, as defined in Section 3.4 (b)) upon written notice to the other party.
Involuntary Termination Due to Changes in Legal Requirements. It is the understanding and the intention of the parties that the development, construction and
