1988-047 - Laserfiche WebLink

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S. The Issuer shall keep open and outstanding this commitment and inducement to the Company for a reasonable time so long as the Company shall be proceeding with appropriate efforts toward conclusion of any arrangements necessary to the project; provided, however, if for any reason the bonds are not authorized by August 2, 1989, for issuance in one or more installments thereafter, then the provisions of this proposal and the agreement resulting from its acceptance by the Company shall be cancelled unless extended by mutual agreement of the Issuer and the Company. In such event, or in the event of its earlier cancellation by agreement between the Company and the Issuer, neither party shall have any rights against the other except: (a) The Issuer will transfer and convey to the Company all the project components (and sites, if any) which shall have been acquired by the Issuer; (b) The Company will pay to the Issuer the amount of all expenses which shall have been incurred by the Issuer in connection with the project and which were authorized by the Company; (c) The Cbmpany will assume and be responsible for all contracts entered into by the Issuer at the request of the Company in connection with the project; and (d) The Company will pay the out-of- pocket expenses of officials and representatives of the Issuer and any fees and expenses of bond counsel and counsel for the Issuer incurred in connection with the project. 6. The Company, in accepting this proposal, will thereby agree to indemnify, defend and hold harmless the Issuer against any loss or damage to property or any injury or death of any person or persons occurring in connection with construction, equipping and operating of the project. This indemnity shall be supersedes by a similar indemnity in the Loan Agreement and, in the event the bonds are not delivered, this indemnity shall survive the termination of - the agreement resulting from the Company's acceptance of this proposal. - 3 -