Common use of Limited Waiver of Sovereign Immunity Clause in Contracts

Limited Waiver of Sovereign Immunity. The Tribe hereby grants a limited waiver of the Tribe’s sovereign immunity from unconsented suit (hereinafter “Limited Waiver”), as described herein, solely for actions brought by the Company, holders of the Company’s Common Stock, holders of the Company’s Preferred Stock and Indemnified Parties (all of whom are hereinafter referred to as “Authorized Persons”) but by no other entity or individual, to require the performance by the Tribe, the Merger LLC or the Surviving LLC (hereinafter referred to as “Tribal Entities”) of any of their specific duties or obligations set forth in this Agreement (and any addenda thereto). This Limited Waiver is to be strictly construed in favor of the Tribe. To invoke this Limited Waiver, an Authorized Person must not be in breach of any material term of this Agreement, and this Agreement must be in full force and effect or the applicable provisions survive as set forth in Section 8.01. As a material condition precedent to invoking this Limited Waiver, an Authorized Person must have raised the specific issue(s) which it is seeking to pursue hereunder through use of and in strict compliance with the Dispute Resolution procedures set forth below. Notwithstanding anything to the contrary contained herein, the Tribe grants this Limited Waiver herein if, and only if, each and every one of the following conditions and those set forth in paragraph (b) below are complied with in full: (i) The Claim is brought by an Authorized Person and not by any third party. (With the exception of Authorized Persons, there are no third-party beneficiaries of this Agreement.) (ii) The Claim must allege a breach by a Tribal Entity of one or more of the specific obligations or duties expressly assumed by the Tribal Entity under the terms of this Agreement. (iii) The Claim must seek: (A) Some specific action, or discontinuance of some action, by the Tribal Entity to bring the Tribal Entity into full compliance with the duties and obligations expressly assumed by it under the Agreement; or (B) Money damages (excluding any special, punitive, exemplary and/or consequential damages) for noncompliance with the terms and provisions of this Agreement. Any recovery of damages shall be limited to that amount authorized under this Agreement; (iv) An Authorized Person must strictly follow the procedures set forth below in paragraph (b) for meet and confer, and non-binding arbitration prior to taking the matter in dispute raised through those procedures to court. No causes of action or claims in law or in equity are cognizable against the Tribal Entities except actions against the Tribal Entities to compel performance of specific duties and obligations of the Tribal Entities under this Agreement and actual damages (specifically excluding consequential, punitive, exemplary and all other damages) suffered by an Authorized Person. The source from which any damages are to be paid by the Tribal Entities shall be limited to the assets of the Merger LLC or the Surviving LLC, as applicable, and shall specifically exclude any funds from a federal, state, tribal or other governmental grant, contract or agreement and shall further exclude any trust assets of the Tribal Entities, or those funds set aside for per capita distribution to Tribal members. This Limited Waiver does not allow any actions to be brought against Tribal Council Members, Tribal Entity Employees, Tribal Entity Agents, Tribal members, Tribal Entity representatives, attorneys for the Tribal Entities , or any other individuals acting on behalf of the Tribal Entities.

Limited Waiver of Sovereign Immunity. The (a) For the purpose of actions or arbitrations based on disputes between the State and the Tribe hereby grants that arise under this Compact and the enforcement of any judgment or award resulting therefrom, the State and the Tribe expressly waive their right to assert their sovereign immunity from suit and enforcement of any ensuing judgment or arbitral award and consent to the arbitrator’s jurisdiction and further consent to be sued in federal or state court, as the case may be, provided that (i) the dispute is limited solely to issues arising under this Compact, (ii) neither the Tribe nor the State makes any claim for restitution or monetary damages except that payment of any money expressly required by the terms of this Compact may be sought, and solely injunctive relief, specific performance (including enforcement of a provision of this Compact expressly requiring the payment of money to one or another of the parties), and declaratory relief (limited to a determination of the respective obligations of the parties under the Compact) may be sought, and (iii) nothing herein shall be construed to constitute a waiver of the sovereign immunity of either the Tribe or the State with respect to any third party that is made a party or intervenes as a party to the action. (b) In the event that intervention, joinder, or other participation by any additional party in any action between the State and the Tribe would result in the waiver of the Tribe’s or the State’s sovereign immunity from unconsented suit (hereinafter “Limited Waiver”)as to that additional party, the waivers of either the Tribe or the State provided herein may be revoked, except where joinder is required as described herein, solely for actions brought determined by the Company, holders of the Company’s Common Stock, holders of the Company’s Preferred Stock and Indemnified Parties (all of whom are hereinafter referred to as “Authorized Persons”) but by no other entity or individualcourt, to require preserve the performance by court’s jurisdiction, in which case the Tribe, the Merger LLC or the Surviving LLC (hereinafter referred to as “Tribal Entities”) of any of their specific duties or obligations set forth in this Agreement (State and any addenda thereto). This Limited Waiver is to be strictly construed in favor of the Tribe. To invoke this Limited Waiver, an Authorized Person must not be in breach of any material term of this Agreement, and this Agreement must be in full force and effect or the applicable provisions survive as set forth in Section 8.01. As a material condition precedent to invoking this Limited Waiver, an Authorized Person must have raised the specific issue(s) which it is seeking to pursue hereunder through use of and in strict compliance with the Dispute Resolution procedures set forth below. Notwithstanding anything to the contrary contained herein, the Tribe grants this Limited Waiver herein if, and only if, may not revoke their waivers of sovereign immunity as to each and every one of the following conditions and those set forth in paragraph (b) below are complied with in full: (i) The Claim is brought by an Authorized Person and not by any third party. (With the exception of Authorized Persons, there are no third-party beneficiaries of this Agreement.) (ii) The Claim must allege a breach by a Tribal Entity of one or more of the specific obligations or duties expressly assumed by the Tribal Entity under the terms of this Agreementother. (iiic) The Claim must seek:waivers and consents to jurisdiction expressly provided for under this section 13.0 and elsewhere in the Compact shall extend to all arbitrations and civil actions expressly authorized by this Compact, including, but not limited to, actions to compel arbitration, any arbitration proceeding herein, any action to confirm, modify, or vacate any arbitral award or to enforce any judgment, and any appellate proceeding emanating from any such proceedings, whether in state or federal court. (Ad) Some specific actionExcept as stated herein or elsewhere in this Compact, no other waivers or discontinuance of some actionconsents to be sued, either express or implied, are granted by the Tribal Entity to bring the Tribal Entity into full compliance with the duties and obligations expressly assumed by it under the Agreement; or (B) Money damages (excluding any specialeither party, punitivewhether in state statute or otherwise, exemplary and/or consequential damages) for noncompliance with the terms and provisions of this Agreement. Any recovery of damages shall be including but not limited to that amount authorized under this Agreement; (iv) An Authorized Person must strictly follow the procedures set forth below in paragraph (b) for meet and confer, and non-binding arbitration prior to taking the matter in dispute raised through those procedures to court. No causes of action or claims in law or in equity are cognizable against the Tribal Entities except actions against the Tribal Entities to compel performance of specific duties and obligations of the Tribal Entities under this Agreement and actual damages (specifically excluding consequential, punitive, exemplary and all other damages) suffered by an Authorized Person. The source from which any damages are to be paid by the Tribal Entities shall be limited to the assets of the Merger LLC or the Surviving LLC, as applicable, and shall specifically exclude any funds from a federal, state, tribal or other governmental grant, contract or agreement and shall further exclude any trust assets of the Tribal Entities, or those funds set aside for per capita distribution to Tribal members. This Limited Waiver does not allow any actions to be brought against Tribal Council Members, Tribal Entity Employees, Tribal Entity Agents, Tribal members, Tribal Entity representatives, attorneys for the Tribal Entities , or any other individuals acting on behalf of the Tribal EntitiesGovernment Code section 98005.

Limited Waiver of Sovereign Immunity. (a) In the event that a dispute is to be resolved in federal court or a state court of competent jurisdiction as provided in this Section 9.0, the State and the Santa Xxxxxx Tribe expressly consent to be sued therein and waive any immunity therefrom that they may have provided that: (1) The dispute is limited solely to issues arising under this Gaming Compact; (2) Neither side makes any claim for monetary damages (that is, only injunctive, specific performance, including enforcement of a provision of this Compact requiring payment of money to one or another of the parties, or declaratory relief is sought); and (3) No person or entity other than the Santa Xxxxxx Tribe hereby grants and the State is party to the action, unless failure to join a limited third party would deprive the court of jurisdiction; provided that nothing herein shall be construed to constitute a waiver of the Tribe’s sovereign immunity from unconsented suit (hereinafter “Limited Waiver”), as described herein, solely for actions brought by of either the Company, holders of the Company’s Common Stock, holders of the Company’s Preferred Stock and Indemnified Parties (all of whom are hereinafter referred to as “Authorized Persons”) but by no other entity or individual, to require the performance by the Tribe, the Merger LLC Santa Xxxxxx Tribe or the Surviving LLC (hereinafter referred State in respect to as “Tribal Entities”) of any of their specific duties or obligations set forth in this Agreement (and any addenda thereto). This Limited Waiver is to be strictly construed in favor of the Tribe. To invoke this Limited Waiver, an Authorized Person must not be in breach of any material term of this Agreement, and this Agreement must be in full force and effect or the applicable provisions survive as set forth in Section 8.01. As a material condition precedent to invoking this Limited Waiver, an Authorized Person must have raised the specific issue(s) which it is seeking to pursue hereunder through use of and in strict compliance with the Dispute Resolution procedures set forth below. Notwithstanding anything to the contrary contained herein, the Tribe grants this Limited Waiver herein if, and only if, each and every one of the following conditions and those set forth in paragraph such third party. (b) below are complied with in full: (i) The Claim is brought by an Authorized Person and not In the event of intervention by any additional party into any such action without the consent of the Santa Xxxxxx Tribe and the State, the waivers of either the Santa Xxxxxx Tribe or the State provided for herein may be revoked, unless joinder is required to preserve the court's jurisdiction; provided that nothing herein shall be construed to constitute a waiver of the sovereign immunity of either the Santa Xxxxxx Tribe or the State in respect to any such third party. (With the exception of Authorized Persons, there are no third-party beneficiaries of this Agreement.) (ii) The Claim must allege a breach by a Tribal Entity of one or more of the specific obligations or duties expressly assumed by the Tribal Entity under the terms of this Agreement. (iiic) The Claim must seek: (A) Some specific action, or discontinuance of some action, by the Tribal Entity to bring the Tribal Entity into full compliance with the duties waivers and obligations expressly assumed by it under the Agreement; or (B) Money damages (excluding any special, punitive, exemplary and/or consequential damages) consents provided for noncompliance with the terms and provisions of this Agreement. Any recovery of damages shall be limited to that amount authorized under this Agreement; (iv) An Authorized Person must strictly follow the procedures set forth below in paragraph (b) for meet and conferSection 9.0 shall extend to civil actions authorized by this Compact, including, but not limited to, actions to compel arbitration, any arbitration proceeding herein, any action to confirm or enforce any judgment or arbitration award as provided herein, and non-binding arbitration prior to taking the any appellate proceedings emanating from a matter in dispute raised through those procedures to courtwhich an immunity waiver has been granted. No causes of action Except as stated herein or claims elsewhere in law this Compact, no other waivers or in equity are cognizable against the Tribal Entities except actions against the Tribal Entities to compel performance of specific duties and obligations of the Tribal Entities under this Agreement and actual damages (specifically excluding consequential, punitive, exemplary and all other damages) suffered by an Authorized Person. The source from which any damages are consents to be paid sued, either express or implied, are granted by the Tribal Entities shall be limited to the assets of the Merger LLC or the Surviving LLC, as applicable, and shall specifically exclude any funds from a federal, state, tribal or other governmental grant, contract or agreement and shall further exclude any trust assets of the Tribal Entities, or those funds set aside for per capita distribution to Tribal members. This Limited Waiver does not allow any actions to be brought against Tribal Council Members, Tribal Entity Employees, Tribal Entity Agents, Tribal members, Tribal Entity representatives, attorneys for the Tribal Entities , or any other individuals acting on behalf of the Tribal Entitieseither party.

Limited Waiver of Sovereign Immunity. The (a) For the purpose of actions or arbitrations based on disputes between the State and the Tribe hereby grants that arise under this Compact and the judicial enforcement of any judgment or award resulting therefrom, the State and the Tribe expressly waive their right to assert any and all sovereign immunity from suit and enforcement of any ensuing judgment or arbitral award and consent to the arbitrator’s jurisdiction and further consent to be sued in federal or state court, as the case may be, provided that (i) the dispute is limited solely to issues arising under this Compact, (ii) neither the Tribe nor the State makes any claim for restitution or monetary damages (except that payment of any money expressly required by the terms of this Compact may be sought), and solely injunctive relief, specific performance (including enforcement of a provision of this Compact expressly requiring the payment of money to one or another of the parties), and declaratory relief (limited to a determination of the respective obligations of the parties under the Compact) may be sought, and (iii) nothing herein shall be construed to constitute a waiver of the sovereign immunity of either the Tribe or the State with respect to any third party that is made a party or intervenes as a party to the action. (b) In the event that intervention, joinder, or other participation by any additional party in any action between the State and the Tribe would result in the waiver of the Tribe’s or the State’s sovereign immunity from unconsented suit (hereinafter “Limited Waiver”)as to that additional party, the waivers of either the Tribe or the State provided herein may be revoked, except where joinder is required, as described herein, solely for actions brought determined by the Company, holders of the Company’s Common Stock, holders of the Company’s Preferred Stock and Indemnified Parties (all of whom are hereinafter referred to as “Authorized Persons”) but by no other entity or individualcourt, to require preserve the performance by court’s jurisdiction, in which case the Tribe, the Merger LLC or the Surviving LLC (hereinafter referred to as “Tribal Entities”) of any of their specific duties or obligations set forth in this Agreement (State and any addenda thereto). This Limited Waiver is to be strictly construed in favor of the Tribe. To invoke this Limited Waiver, an Authorized Person must not be in breach of any material term of this Agreement, and this Agreement must be in full force and effect or the applicable provisions survive as set forth in Section 8.01. As a material condition precedent to invoking this Limited Waiver, an Authorized Person must have raised the specific issue(s) which it is seeking to pursue hereunder through use of and in strict compliance with the Dispute Resolution procedures set forth below. Notwithstanding anything to the contrary contained herein, the Tribe grants this Limited Waiver herein if, and only if, may not revoke their waivers of sovereign immunity as to each and every one of the following conditions and those set forth in paragraph (b) below are complied with in full: (i) The Claim is brought by an Authorized Person and not by any third party. (With the exception of Authorized Persons, there are no third-party beneficiaries of this Agreement.) (ii) The Claim must allege a breach by a Tribal Entity of one or more of the specific obligations or duties expressly assumed by the Tribal Entity under the terms of this Agreementother. (iiic) The Claim must seek:waivers and consents to jurisdiction expressly provided for under this section 13.0 and elsewhere in the Compact shall extend to all arbitrations and civil actions expressly authorized by this Compact, including, but not limited to, actions to compel arbitration, any arbitration proceeding herein, any action to confirm, modify, or vacate any arbitral award or to enforce any judgment, and any appellate proceeding emanating from any such proceedings, whether in state or federal court. (Ad) Some specific actionExcept as stated herein or elsewhere in this Compact, no other waivers or discontinuance of some actionconsents to be sued, either express or implied, are granted by the Tribal Entity to bring the Tribal Entity into full compliance with the duties and obligations expressly assumed by it under the Agreement; or (B) Money damages (excluding any specialeither party, punitivewhether in state statute or otherwise, exemplary and/or consequential damages) for noncompliance with the terms and provisions of this Agreement. Any recovery of damages shall be including but not limited to that amount authorized under this Agreement; (iv) An Authorized Person must strictly follow the procedures set forth below in paragraph (b) for meet and confer, and non-binding arbitration prior to taking the matter in dispute raised through those procedures to court. No causes of action or claims in law or in equity are cognizable against the Tribal Entities except actions against the Tribal Entities to compel performance of specific duties and obligations of the Tribal Entities under this Agreement and actual damages (specifically excluding consequential, punitive, exemplary and all other damages) suffered by an Authorized Person. The source from which any damages are to be paid by the Tribal Entities shall be limited to the assets of the Merger LLC or the Surviving LLC, as applicable, and shall specifically exclude any funds from a federal, state, tribal or other governmental grant, contract or agreement and shall further exclude any trust assets of the Tribal Entities, or those funds set aside for per capita distribution to Tribal members. This Limited Waiver does not allow any actions to be brought against Tribal Council Members, Tribal Entity Employees, Tribal Entity Agents, Tribal members, Tribal Entity representatives, attorneys for the Tribal Entities , or any other individuals acting on behalf of the Tribal EntitiesGovernment Code section 98005.

Limited Waiver of Sovereign Immunity. (a) In the event that a dispute is to be resolved in federal court or a state court of competent jurisdiction as provided in this Section 9.0, the State and the Xxxxxx- Xxxxxxxx Tribe expressly consent to be sued therein and waive any immunity therefrom that they may have provided that: (1) The dispute is limited solely to issues arising under this Gaming Compact; (2) Neither side makes any claim for monetary damages (that is, only injunctive, specific performance, including enforcement of a provision of this Compact requiring payment of money to one or another of the parties, or declaratory relief is sought); and (3) No person or entity other than the Xxxxxx-Xxxxxxxx Tribe hereby grants and the State is party to the action, unless failure to join a limited third party would deprive the court of jurisdiction; provided that nothing herein shall be construed to constitute a waiver of the Tribe’s sovereign immunity from unconsented suit (hereinafter “Limited Waiver”), as described herein, solely for actions brought by of either the Company, holders of the Company’s Common Stock, holders of the Company’s Preferred Stock and Indemnified Parties (all of whom are hereinafter referred to as “Authorized Persons”) but by no other entity or individual, to require the performance by the Tribe, the Merger LLC Xxxxxx-Xxxxxxxx Tribe or the Surviving LLC (hereinafter referred State in respect to as “Tribal Entities”) of any of their specific duties or obligations set forth in this Agreement (and any addenda thereto). This Limited Waiver is to be strictly construed in favor of the Tribe. To invoke this Limited Waiver, an Authorized Person must not be in breach of any material term of this Agreement, and this Agreement must be in full force and effect or the applicable provisions survive as set forth in Section 8.01. As a material condition precedent to invoking this Limited Waiver, an Authorized Person must have raised the specific issue(s) which it is seeking to pursue hereunder through use of and in strict compliance with the Dispute Resolution procedures set forth below. Notwithstanding anything to the contrary contained herein, the Tribe grants this Limited Waiver herein if, and only if, each and every one of the following conditions and those set forth in paragraph such third party. (b) below are complied with in full: (i) The Claim is brought by an Authorized Person and not In the event of intervention by any additional party into any such action without the consent of the Xxxxxx-Xxxxxxxx Tribe and the State, the waivers of either the Xxxxxx-Xxxxxxxx Tribe or the State provided for herein may be revoked, unless joinder is required to preserve the court’s jurisdiction; provided that nothing herein shall be construed to constitute a waiver of the sovereign immunity of either the Xxxxxx-Xxxxxxxx Tribe or the State in respect to any such third party. (With the exception of Authorized Persons, there are no third-party beneficiaries of this Agreement.) (ii) The Claim must allege a breach by a Tribal Entity of one or more of the specific obligations or duties expressly assumed by the Tribal Entity under the terms of this Agreement. (iiic) The Claim must seek:waivers and consents provided for under this Section 9.0 shall extend to civil actions authorized by this Compact, including, but not limited to, actions to compel arbitration, any arbitration proceeding herein, any action to confirm or enforce any judgment or arbitration award as provided herein, and any appellate proceedings emanating from a matter in which an immunity waiver has been granted. Except as stated herein or elsewhere in this Compact, no other waivers or consents to be sued, either express or implied, are granted by either party. Sec. 10.0. PUBLIC AND WORKPLACE HEALTH, SAFETY, AND LIABILITY. (A) Some specific action10.1. The Xxxxxx-Xxxxxxxx Tribe will not conduct Class III gaming in a manner that endangers the public health, safety, or discontinuance of some action, by the Tribal Entity to bring the Tribal Entity into full compliance with the duties and obligations expressly assumed by it under the Agreementwelfare; or (B) Money damages (excluding any special, punitive, exemplary and/or consequential damages) for noncompliance with the terms and provisions of this Agreement. Any recovery of damages shall be limited to that amount authorized under this Agreement; (iv) An Authorized Person must strictly follow the procedures set forth below in paragraph (b) for meet and confer, and non-binding arbitration prior to taking the matter in dispute raised through those procedures to court. No causes of action or claims in law or in equity are cognizable against the Tribal Entities except actions against the Tribal Entities to compel performance of specific duties and obligations of the Tribal Entities under this Agreement and actual damages (specifically excluding consequential, punitive, exemplary and all other damages) suffered by an Authorized Person. The source from which any damages are to be paid by the Tribal Entities shall be limited to the assets of the Merger LLC or the Surviving LLC, as applicable, and shall specifically exclude any funds from a federal, state, tribal adhere with respect to its Gaming Facilities to all state laws or other governmental grant, contract or agreement and shall further exclude any trust assets regulations governing the use of the Tribal Entities, or those funds set aside for per capita distribution to Tribal members. This Limited Waiver does not allow any actions to be brought against Tribal Council Members, Tribal Entity Employees, Tribal Entity Agents, Tribal members, Tribal Entity representatives, attorneys for the Tribal Entities , or any other individuals acting on behalf of the Tribal Entitiestobacco.