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contained herein or therein, in the light of the circumstances in which they were made, <br /> from being misleading. <br /> Section 5.05. Authority. Each of Company and City represent that the execution, <br /> delivery and performance by it of this Agreement is within such Party's respective powers <br /> and has been duly authorized by such Party. <br /> ARTICLE VI <br /> PERSONAL LIABILITY OF PUBLIC OFFICIALS <br /> AND LIMITATIONS ON CITY OBLIGATIONS <br /> Section 6.01. Personal Liability of Public Officials. No employee or elected <br /> official of the City shall be personally responsible for any liability arising under or growing <br /> out of this Agreement. No employee of Company shall be personally responsible for any <br /> liability arising under or growing out of this Agreement. <br /> Section 6.02. Grant Payment Subject to Appropriation. The Grant Payments <br /> made and any other financial obligation of the City hereunder shall be paid solely from <br /> ZD <br /> lawfully available funds that have been budgeted and appropriated each applicable fiscal <br /> year during the Term by the City as provided in accordance with this Agreement. Under <br /> no circumstances shall the City's obligations hereunder be deemed to create any debt <br /> within the meaning of any constitutional or statutory provision. Consequently, <br /> notwithstanding any other provision of this Agreement, the City shall have no obligation <br /> or liability to pay any Grant Payments or other payments unless the City budgets and <br /> appropriates funds to make such payments during the City's fiscal year in which such Grant <br /> Payment(s) are payable under this Agreement, provided that City shall use best efforts to <br /> budget and appropriate such funds. if the City fails to appropriate funds for a Grant <br /> Payment, Company may at its option (i) terminate this Agreement effective upon written <br /> 7 <br /> 4874-3828-6824,v. 13 <br /> ............. <br />