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and to carry out fully and perform the <br />kept and performed as provided by the <br />, covenants, duties and obligations on its part to be <br />and provisions hereof. <br />4.02 Powers. The Commission represei its and warrants that it has full and lawful right, power <br />and authority, under currently applicable aw, to execute and deliver and perform its obligations <br />under this MOU, and that, subject to the conditions described herein, all of the foregoing have <br />been or will be duly and validly authorized and approved by all necessary proceedings, findings <br />and actions. <br />4.03 Authorized Parties. Whenever <br />documents and instruments, any suppl <br />consent of the Commission or the Co <br />agree or to take some action at the re( <br />request shall be given (unless oth <br />Commission by the President of the G <br />by any officer of the Company so auth <br />such agreement, request, demand, app <br />parties hereto shall have any complaint <br />ARTICLE V <br />5.01 Indemnity; No Joint Venture or Pa <br />such the Company covenants and agree <br />indemnify and save the Commission, o <br />harmless of, from and against, any and a <br />resulting directly or indirectly from or rela <br />damages, demands, expenses or liabilities <br />or omission of the Indemnitees. However. <br />creating either a joint venture or partne <br />Company. <br />5.02 Notice of Claim for Indemnity. If a. <br />any matter which may give rise to a c <br />Commission shall within fifteen (15) day; <br />shorter period of time as may be required 1 <br />time has been extended by consent of the <br />writing. The Company shall have the ril <br />defense of any such claim with counsel of <br />However, unless and until the Company a <br />Paragraph, the Commission shall defend <br />Company) in any manner it may reasonabl <br />with the Commission in such defense. <br />covered by this Paragraph without the pri <br />shall not be unreasonably withheld, condR <br />provide the notice to the Company require <br />hereunder. <br />U5.54209507.06 <br />r the provisions of this MOU or any other related <br />:al agreement, request, demand, approval, notice or <br />y is required, or any of such parties is required to <br />of another party, such approval or such consent or <br />e provided herein or prohibited by law) for the <br />scion or his written designee, and for the Company <br />I; and any person shall be authorized to act on any <br />notice or consent or other action and none of the <br />st the otheras a result of any such action taken. <br />PROVISIONS <br />tnership. The Project is a private development and as <br />s, at the expense of the Company, to pay and to <br />rid its officers and employees (the "Indemnitees ") <br />claims, damages, demands, expenses and liabilities <br />ed to this MOU or the Equipment, unless such claims, <br />arise by reason of the negligent or other wrongful act <br />nothing contained in this MOU shall be construed as <br />ship relationship between the Commission and the <br />iy person shall notify the Commission with respect to <br />him for indemnification against the Company, the <br />after receiving notice of such claim (or within such <br />ly law to respond to such claim, unless such period of <br />parties to the action), notify the Company thereof in <br />ht at any time to assume and thereafter conduct the <br />its choice reasonably satisfactory to the Commission, <br />ssumes the defense of such claim as provided in this <br />against the claim (at the cost and expense of the <br />y deem appropriate and the Company shall cooperate <br />Neither party may settle or compromise any claim <br />)r written consent of the other party, which consent <br />Toned or delayed. The failure of the Commission to <br />I herein shall not relieve the Company from liability <br />