Appointment by Developer and Manager Sample Clauses

Appointment by Developer and Manager. (a) Each Developer hereby appoints and employs Manager as an independent contractor to perform, until the expiration of the Term or earlier termination of this Agreement pursuant to the terms hereof, all of such Developer’s obligations under the respective Development Agreement to which it is a party and Manager hereby accepts said appointments and agrees to perform all such obligations in accordance with the terms and conditions set forth in this Agreement. Subject to the terms of this Agreement, the sole responsibility and authority for the performance of such obligations is vested in Manager, who shall have the exclusive right and authority to perform such obligations. The rights, duties and obligations of Manager hereunder with respect to each Development Agreement are personal to Manager based on its unique experience and, except as expressly provided otherwise in this Agreement, may not be transferred or assigned without the prior approval of the applicable Developer (which approval may be granted or withheld in such Developer’s sole and absolute discretion). Manager acknowledges that, notwithstanding anything to the contrary set forth in any Development Agreement, the scope of its authority and duties hereunder is limited to the authority and duties set forth in this Agreement (and reasonably derived therefrom), and Manager shall have no right to manage and shall not manage the Indian Gaming Properties, nor shall Manager provide any services in connection with the Indian Gaming Properties that would be in violation of applicable Gaming Laws. Each Developer agrees that, subject to all of its rights and remedies pursuant to the terms and conditions of this Agreement, it shall use commercially reasonable efforts to cooperate with Manager, as Manager may reasonably request from time to time, in carrying out Manager’s duties under this Agreement (with respect to the Development Agreement to which such Developer is a party). (b) Each Indian Gaming Manager hereby employs Manager as an independent contractor to provide, until the earlier of (i) the expiration of the Term; (ii) the earlier termination of this Agreement pursuant to the terms hereof; or (iii) the Commencement Date, the management consulting services as are permitted pursuant to the IGRA and the regulations promulgated by the NIGC thereunder and Manager hereby accepts said appointments and agrees to provide such management consulting services in accordance with all applicable Gaming Laws and th...