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paragraph (c) of this Section do not take place within the 14 <br />time set forth or any extension thereof, the Company agrees <br />that it.will reimburse the Authority for all reasonable out - <br />of- pocket expenses, arising from the execution of this <br />Memorandum of Agreement and the performance by the Authority <br />of its obligations hereunder, and this Memorandum of <br />Agreement shall thereupon terminate. <br />(e) So long as this Memorandum of Agreement is in <br />effect, all risk of loss to the Project will be borne by the <br />Company. <br />(f) The Company hereby releases the Authority from, <br />agrees that the Authority and each Commissioner, officer and <br />employee thereof shall not be liable for, and agrees to <br />indemnify and hold harmless the Authority and each <br />Commissioner, officer and employee thereof from, any <br />liabilities, obligations, claims, damages, litigation, costs <br />and expenses (including attorneys' fees and expenses) <br />imposed on, incurred by or asserted against the Authority or <br />any Commissioner, officer or employee thereof for any reason <br />whatsoever pertaining to the Project, the bonds or this <br />Memorandum of Agreement or any transaction contemplated by <br />this Memorandum of Agreement. <br />(g) As a matter of general assurance by the Company to <br />the Authority, the Company hereby covenants and agrees that <br />it will indemnify the Authority for all reasonable expenses, <br />costs and obligations incurred by the Authority under the <br />provisions of this Memorandum of Agreement to the end that <br />the Authority will not suffer any out -of- pocket losses as a <br />result of the carrying out of any of its undertakings herein <br />contained. it is furthermore expressly agreed that any <br />pecuniary liability or obligation of the Authority hereunder <br />shall be limited solely to the payments received by the <br />Authority from the Company and to moneys derived from any <br />financing relating to the Project, and nothing contained in <br />this Memorandum of Agreement shall ever be construed to <br />constitute a personal or pecuniary liability or charge <br />against any Commissioner or any officer or employee of the <br />Authority, and in the event of a breach of any undertaking <br />on the part of the Authority contained in this Memorandum of <br />Agreement, no personal or pecuniary liability or charge <br />payable directly or indirectly from the general funds of the <br />Authority shall arise therefrom. <br />(h) In any event, the provisions of this Memorandum of <br />Agreement shall be superseded by the agreements entered into <br />by the Authority and the Company in accordance with Section <br />3(c) of this Agreement. <br />67 <br />