Title
A RESOLUTION AUTHORIZING A LIMITED WAIVER OF THE SOVEREIGN IMMUNITY OF CHEROKEE NATION ENTERPRISES, L.L.C. AND THE CHEROKEE NATION
Body
WHEREAS, the Cherokee Nation since time immemorial has exercised the sovereign rights of self-government on behalf of the Cherokee people;
WHEREAS, the Cherokee Nation is a federally recognized Indian Nation with a historic and continual government to government relationship with the United States of America;
WHEREAS, the Cherokee Nation enjoys sovereign immunity from suit under federal law;
WHEREAS, Cherokee Nation Enterprises, L.L.C. ("CNE") is a for-profit limited liability company organized under the laws of the Cherokee Nation, is wholly owned by the Cherokee Nation, and enjoys sovereign immunity from suit under federal law;
WHEREAS, CNE has determined it is both appropriate and necessary that CNE enter into and perform under a certain Licensing Agreement ("Agreement") with XYZ Companies;
WHEREAS, XYZ Company has requested that the Cherokee Nation grant a limited waiver of the sovereign immunity of CNE and the Cherokee Nation for the sole purpose of allowing XYZ Company to enforce its rights and remedies under the Agreement, and has agreed to the following terms:
1. Express, Limited Waiver of Sovereign Immunity. By this Resolution, CNE and the Cherokee Nation do not waive, limit or modify their sovereign immunity from unconsented suit except under the express, limited circumstances set forth below:
(a) CNE expressly grants a limited waiver of its sovereign immunity as to any claim only if all of the following three conditions are met:
(i) The claim is made by XYZ Company or by a successor in interest of XYZ Company and not by any other person, corporation, partnership or entity whatsoever; and
(ii) The claim alleges an event of default or breach under the Agreement; and,
(iii) The claim seeks one or more of the following: Some specific action, or discontinuance of some action, by CNE or a successor in inte...
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