Common use of Indemnity by the Concessionaire Clause in Contracts

Indemnity by the Concessionaire. 38.2.1 Without limiting the generality of Clause 38.1, the Concessionaire shall fully indemnify, hold harmless and defend the Authority and the Authority Indemnified Persons from and against any and all loss and/or damages arising out of or with respect to: (a) failure of the Concessionaire to comply with Applicable Laws and Applicable Permits; (b) payment of taxes required to be made by the Concessionaire in respect of the income or other taxes of the Concessionaire's contractors, suppliers and representatives; or (c) non-payment of amounts due as a result of materials or services furnished to the Concessionaire or any of its contractors which are payable by the Concessionaire or any of its contractors. 38.2.2 Without limiting the generality of the provisions of this Article 38, the Concessionaire shall fully indemnify, hold harmless and defend the Authority Indemnified Persons from and against any and all suits, proceedings, actions, claims, demands, liabilities and damages which the Authority Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Concessionaire or by the Concessionaire's Contractors in performing the Concessionaire's obligations or in any way incorporated in or related to the Project. If in any such suit, action, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Concessionaire shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the revocation or suspension of the injunction or restraint order. If, in any such suit, action, claim or proceedings, the Project, or any part thereof or comprised therein, is held to constitute an infringement and its use is permanently enjoined, the Concessionaire shall promptly make every reasonable effort to secure for the Authority a licence, at no cost to the Authority, authorising continued use of the infringing work. If the Concessionaire is unable to secure such licence within a reasonable time, the Concessionaire shall, at its own expense, and without impairing the Specifications and Standards, either replace the affected work, or part, or process thereof with non-infringing work or part or process, or modify the same so that it becomes non- infringing.

Indemnity by the Concessionaire. 38.2.1 28.2.1 Without limiting the generality of Clause 38.1Article28.1, the Concessionaire shall fully indemnify, hold harmless and defend the Authority and the Authority Indemnified Persons from and against any and all loss and/or damages arising out of or with respect to: (a) failure of the Concessionaire to comply with Applicable Laws and Applicable Permits; (b) payment of taxes required to be made by the Concessionaire in respect of the income or other taxes of the Concessionaire's contractors, suppliers and representatives; or (c) non-payment of amounts due as a result of materials or services furnished to the Concessionaire or any of its contractors which are payable by the Concessionaire or any of its contractors. 38.2.2 28.2.2 Without limiting the generality of the provisions of this Article 38ARTICLE 28, the Concessionaire shall fully indemnify, hold harmless and defend the Authority Indemnified Persons from and against any and all suits, proceedings, actions, claims, demands, liabilities and damages which the Authority Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Concessionaire or by the Concessionaire's Contractors in performing the Concessionaire's obligations or in any way incorporated in or related to the Project. If in any such suit, action, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Concessionaire shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the revocation or suspension of the injunction or restraint order. If, If in any such suit, action, claim or proceedings, the Project, or any part thereof or comprised therein, is held to constitute an infringement and its use is permanently enjoined, the Concessionaire shall promptly make every reasonable effort to secure for the Authority a licencelicense, at no cost to the Authority, authorising authorizing continued use of the infringing work. If the Concessionaire is unable to secure such licence license within a reasonable time, the Concessionaire shall, at its own expense, and without impairing the Specifications and Standards, either replace the affected work, or part, or process thereof with non-infringing work or part or process, or modify the same so that it becomes non- non-infringing.

Indemnity by the Concessionaire. 38.2.1 29.2.1. Without limiting the generality of Clause 38.129.1, the Concessionaire shall fully indemnify, hold harmless and defend the Authority and the Authority Indemnified Persons from and against any and all loss and/or damages arising out of or with respect to: (a) a. failure of the Concessionaire to comply with Applicable Laws and Applicable Permits; (b) b. payment of taxes required to be made by the Concessionaire in respect of the income or other taxes of the Concessionaire's contractors, suppliers and representatives; or (c) c. non-payment of amounts due as a result of materials or services furnished to the Concessionaire or any of its contractors which are payable by the Concessionaire or any of its contractors. 38.2.2 29.2.1. Without limiting the generality of the provisions of this Article 3829, the Concessionaire shall fully indemnify, hold harmless and defend the Authority Indemnified Persons from and against any and all suits, proceedings, actions, claims, demands, liabilities and damages which the Authority Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Concessionaire or by the Concessionaire's ’s Contractors in performing the Concessionaire's ’s obligations or in any way incorporated in or related to the Project. If in any such suit, action, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Concessionaire shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the revocation or suspension of the injunction or restraint order. If, in any such suit, action, claim or proceedings, the Project, or any part thereof or comprised therein, is held to constitute an infringement and its use is permanently enjoined, the Concessionaire shall promptly make every reasonable effort to secure for the Authority a licence, at no cost to the Authority, authorising continued use of the infringing work. If the Concessionaire is unable to secure such licence within a reasonable time, the Concessionaire shall, at its own expense, and without impairing the Specifications and Standards, either replace the affected work, or part, or process thereof with non-infringing work or part or process, or modify the same so that it becomes non- infringing.

Indemnity by the Concessionaire. 38.2.1 24.2.1. Without limiting the generality of Clause 38.124.1, the Concessionaire shall fully indemnify, hold harmless and defend the Authority and the Authority Indemnified Persons from and against any and all loss and/or damages arising out of or with respect to: (a) failure of the Concessionaire to comply with Applicable Laws and Applicable Permits; (b) payment of taxes taxes, levies, fees and any other statutory dues required to be made by the Concessionaire in respect of the income or other taxes of the Concessionaire's ’s contractors, suppliers and representatives; or (c) non-payment of amounts due as a result of materials or services furnished to the Concessionaire or any of its contractors which are payable by the Concessionaire or any of its contractors. 38.2.2 24.2.2. Without limiting the generality of the provisions of this Article 3824, the Concessionaire shall fully indemnify, hold harmless and defend the Authority Indemnified Persons from and against any and all suits, proceedings, actions, claims, demands, liabilities and damages which the Authority Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Concessionaire or by the Concessionaire's ’s Contractors in performing the Concessionaire's ’s obligations or in any way incorporated in or related to the Project. If in any such suit, action, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Concessionaire shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the revocation or suspension of the injunction or restraint order. If, in any such suit, action, claim or proceedings, the Project, or any part thereof or comprised therein, is held to constitute an infringement and its use is permanently enjoined, the Concessionaire shall promptly make every reasonable effort to secure for the Authority a licence, at no cost to the Authority, authorising continued use of the infringing work. If the Concessionaire is unable to secure such licence within a reasonable time, the Concessionaire shall, at its own expense, and without impairing the Specifications and Standards, either replace the affected work, or part, or process thereof with non-infringing work or part or process, or modify the same so that it becomes non- non-infringing. 24.2.3. The Concessionaire shall indemnify the Authority against all claims whatsoever arising out of any Statute/Law in force in respect of the personnel engaged by him directly or indirectly for the Project.

Indemnity by the Concessionaire. 38.2.1 31.2.1 Without limiting the generality of Clause 38.131.1, the Concessionaire shall fully indemnify, hold harmless and defend the Authority Maha-Metro and the Authority Maha-Metro Indemnified Persons from and against any and all loss and/or damages arising out of or with respect to: (a) failure of the Concessionaire to comply with Applicable Laws and Applicable Permits; (b) payment of taxes required to be made by the Concessionaire in respect of the income or other taxes of the Concessionaire's ’s contractors, suppliers and representatives; or (c) non-payment of amounts due as a result of materials or services furnished to the Concessionaire or any of its contractors which are payable by the Concessionaire or any of its contractors. 38.2.2 (d) Default in Subleasing of premises. 31.2.2 Without limiting the generality of the provisions of this Article 3831, the Concessionaire shall fully indemnify, hold harmless and defend the Authority Maha-Metro Indemnified Persons from and against any and all suits, proceedings, actions, claims, demands, liabilities and damages which the Authority Maha-Metro Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Concessionaire or by the Concessionaire's ’s Contractors in performing the Concessionaire's ’s obligations or in any way incorporated in or related to the Project. If in any such suit, action, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Concessionaire shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the revocation or suspension of the injunction or restraint order. If, in any such suit, action, claim or proceedings, the Project, or any part thereof or comprised therein, is held to constitute an infringement and its use is permanently enjoined, the Concessionaire shall promptly make every reasonable effort to secure for the Authority Maha-Metro a licence, at no cost to the AuthorityMaha-Metro, authorising continued use of the infringing work. If the Concessionaire is unable to secure such licence within a reasonable time, the Concessionaire shall, at its own expense, and without impairing the Specifications and Standards, either replace the affected work, or part, or process thereof with non-infringing work or part or process, or modify the same so that it becomes non- non-infringing.

Indemnity by the Concessionaire. 38.2.1 32.2.1. Without limiting the generality of Clause 38.132.1, the Concessionaire shall fully indemnify, hold harmless and defend the Authority and the Authority Indemnified Persons from and against any and all loss and/or damages arising out of or with respect to: (a) a. failure of the Concessionaire to comply with Applicable Laws and Applicable Permits; (b) b. payment of taxes required to be made by the Concessionaire in respect of the income or other taxes of the Concessionaire's contractors’s Contractors, suppliers and representatives; or (c) c. non-payment of amounts due as a result of materials or services furnished to the Concessionaire or any of its contractors Contractors which are payable by the Concessionaire or any of its contractorsContractors. 38.2.2 32.2.2. Without limiting the generality of the provisions of this Article 3832, the Concessionaire shall fully indemnify, hold harmless and defend the Authority Indemnified Persons from and against any and all suits, proceedings, actions, claims, demands, liabilities and damages which the Authority Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Concessionaire or by the Concessionaire's ’s Contractors in performing the Concessionaire's ’s obligations or in any way incorporated in or related to the Project. If in any such suit, action, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Concessionaire shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the revocation or suspension of the injunction or restraint order. If, in any such suit, action, claim or proceedings, the Project, or any part thereof or comprised therein, is held to constitute an infringement and its use is permanently enjoined, the Concessionaire shall promptly make every reasonable effort to secure for the Authority a licence, at no cost to the Authority, authorising continued use of the infringing work. If the Concessionaire is unable to secure such licence within a reasonable time, the Concessionaire shall, at its own expense, and without impairing the Specifications and Standards, either replace the affected work, or part, or process thereof with non-infringing work or part or process, or modify the same so that it becomes non- infringing.

Indemnity by the Concessionaire. 38.2.1 16.2.1 Without limiting the generality of Clause 38.1Article 16.1.1 above, the Concessionaire shall fully indemnify, hold harmless and defend the Authority Railway Administration and the Authority Railway Administration Indemnified Persons from and against any and all loss and/or damages arising out of or with respect to: (a) failure Failure of the Concessionaire to comply with Applicable Laws and Applicable Permits; (b) payment Payment of taxes required to be made by the Concessionaire in respect of the income or other taxes of the Concessionaire's contractors, suppliers and representatives; or (c) nonNon-payment of amounts due as a result of materials or services furnished to the Concessionaire or any of its contractors which are payable by the Concessionaire or any of its contractors. 38.2.2 16.2.2 Without limiting the generality of the provisions of this Article 3816.1.1, the Concessionaire shall fully indemnify, hold harmless and defend the Authority Railway Administration Indemnified Persons from and against any and all suits, proceedings, actions, claims, demands, liabilities and damages which the Authority Railway Administration Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Concessionaire or by the Concessionaire's Contractors in performing the Concessionaire's ’s obligations or in any way incorporated in or related to the Projecthereunder. If in any such suit, action, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Concessionaire shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the revocation or suspension of the injunction or restraint order. If, in any such suit, action, claim or proceedings, the Projectmaterials, information, design or process, or any part thereof or comprised therein, is held to constitute an infringement and its use is permanently enjoined, the Concessionaire shall promptly make every reasonable effort to secure for the Authority Railway Administration a licence, at no cost to the AuthorityRailway Administration, authorising continued use of the infringing work. If the Concessionaire is unable to secure such licence within a reasonable time, the Concessionaire shall, at its own expense, and without impairing the Specifications and Standards, either replace the affected work, or part, or process thereof with non-infringing work or part or process, or modify the same so that it becomes non- non-infringing.

Indemnity by the Concessionaire. 38.2.1 24.3.1 Without limiting the generality of Clause 38.1Article24.1 and 24.2, the Concessionaire shall fully indemnify, hold harmless and defend the Authority and the Authority Indemnified Persons from and against any and all loss and/or damages Damages arising out of or with respect to: (a) failure of the Concessionaire to comply with Applicable Laws and Applicable Permits; (b) payment of taxes required to be made by the Concessionaire in respect of the income or other taxes of the Concessionaire's ’s contractors, suppliers and representatives; orRepresentatives; (c) nonNon-payment of amounts due as a result of materials or services furnished to the Concessionaire or any of its contractors which are payable by the Concessionaire or any of its Sub-contractors; or (d) Breach by the Concessionaire of any of the obligations under this Agreement. 38.2.2 24.3.2 Without limiting the generality of the provisions of this Article 3824, the Concessionaire shall fully indemnify, hold harmless and defend the Authority Indemnified Persons from and against any and all suits, proceedings, actions, claims, demands, liabilities and damages which the Authority Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Concessionaire or by the Concessionaire's Contractors in performing the performingthe Concessionaire's obligations or in any way incorporated in or related to the Project. If in any such suit, action, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Concessionaire shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the revocation or suspension of the injunction or restraint order. If, If in any such suit, action, claim or proceedings, the Project, or any part thereof or comprised therein, is held to constitute an infringement and its use is permanently enjoined, the Concessionaire shall promptly make every reasonable effort to secure for the Authority a licencelicense, at no cost to the Authority, authorising authorizing continued use of the infringing work. If the Concessionaire is unable to secure such licence license within a reasonable time, the Concessionaire shall, at its own expense, and without impairing the Specifications specifications and Standardsstandards, either replace the affected work, or part, or process thereof with non-infringing work or part or process, or modify the same so that it becomes non- non-infringing.

Indemnity by the Concessionaire. 38.2.1 35.2.1 Without limiting the generality of Clause 38.135.1, the Concessionaire shall fully indemnify, hold harmless and defend the Authority and the Authority Indemnified Persons from and against any and all loss and/or damages Damages arising out of or with respect to: (a) failure of the Concessionaire to comply with Applicable Laws and Applicable Permits; (b) payment of taxes required to be made by the Concessionaire in respect of the income or other taxes of the Concessionaire's ’s contractors, suppliers and representatives; or (c) non-payment of amounts due as a result of materials or services furnished to the Concessionaire or any of its contractors which are payable by the Concessionaire or any of its contractors. 38.2.2 35.2.2 Without limiting the generality of the provisions of this Article 3835, the Concessionaire shall fully indemnify, hold harmless and defend the Authority Indemnified Persons from and against any and all suits, proceedings, actions, claims, demands, liabilities and damages which the Authority Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, confidentiality rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Concessionaire or by the Concessionaire's ’s Contractors in performing the Concessionaire's ’s obligations or in any way incorporated in or related to the Project. If in Ifin any such suit, action, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Concessionaire shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the revocation or suspension of the injunction or restraint order. If, in any such suit, action, claim or proceedings, the Project, or any part thereof or comprised therein, is held to constitute an infringement and its use is permanently enjoined, the Concessionaire shall promptly make every reasonable effort to secure for the Authority a licencelicense , at no cost to the Authority, authorising authorizing continued use of the infringing work. If the Concessionaire is unable to secure such licence license within a reasonable time, the Concessionaire shall, at its own expense, and without impairing the Specifications and Standards, either replace the affected work, or part, or process thereof with non-infringing work or part or process, or modify the same so that it becomes non- non-infringing.

Indemnity by the Concessionaire. 38.2.1 ‌ 30.2.1 Without limiting the generality of Clause 38.130.1, the Concessionaire shall fully indemnify, hold harmless and defend the Authority and the Authority Indemnified Persons from and against any and all loss and/or damages arising out of or with respect to: (a) failure Failure of the Concessionaire to comply with Applicable Laws and Applicable Permits; (b) payment Payment of taxes required to be made by the Concessionaire in respect of the income or other taxes of the Concessionaire's ’s contractors, suppliers and representatives; or (c) nonNon-payment of amounts due as a result of materials or services furnished to the Concessionaire or any of its contractors which are payable by the Concessionaire or any of its contractors. 38.2.2 30.2.2 Without limiting the generality of the provisions of this Article 3830, the Concessionaire shall fully indemnify, hold harmless and defend the Authority Indemnified Persons from and against any and all suits, proceedings, actions, claims, demands, liabilities and damages which the Authority Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Concessionaire or by the Concessionaire's ’s Contractors in performing the Concessionaire's ’s obligations or in any way incorporated in or related to the Project. If in any such suit, action, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Concessionaire shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the revocation or suspension of the injunction or restraint order. If, in any such suit, action, claim or proceedings, the Project, or any part thereof or comprised therein, is held to constitute an infringement and its use is permanently enjoined, the Concessionaire shall promptly make every reasonable effort to secure for the Authority a licencelicense, at no cost to the Authority, authorising authorizing continued use of the infringing work. If the Concessionaire is unable to secure such licence license within a reasonable time, the Concessionaire shall, at its own expense, and without impairing the Specifications and Standards, either replace the affected work, or part, or process thereof with non-infringing work or part or process, or modify the same so that it becomes non- non-infringing.

Indemnity by the Concessionaire. 38.2.1 20.2.1 Without limiting the generality of Clause 38.1Article 20.1, the Concessionaire shall fully indemnify, hold harmless and defend the Authority ULB and the Authority ULB Indemnified Persons from and against any and all loss and/or damages arising out of or with respect to: (a) failure of the Concessionaire to comply with Applicable Laws and Applicable Permits; (b) any physical loss of or damage to Project Facilities or assets of any third party arising by reason of any act or omission of the Concessionaire, save to the extent that such loss or damage arises out of the breach of any express provision of this Agreement by the ULB or any deliberate act or omission of the ULB; (c) payment of taxes required to be made by the Concessionaire in respect of the income or other taxes of the Concessionaire's ’s contractors, suppliers and representatives; or (cd) non-payment of amounts due as a result of materials or services furnished to the Concessionaire or any of its contractors which are payable by the Concessionaire or any of its contractors. 38.2.2 20.2.2 Without limiting the generality of the provisions of this Article 38[20], the Concessionaire shall fully indemnify, hold harmless and defend the Authority ULB Indemnified Persons from and against any and all suits, proceedings, actions, claims, demands, liabilities and damages which the Authority ULB Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Concessionaire or by the Concessionaire's Contractors ’s contractors in performing the Concessionaire's ’s obligations or in any way incorporated in or related to the Project. If in any such suit, action, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Concessionaire shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the revocation or suspension of the injunction or restraint order. If, in any such suit, action, claim or proceedings, the Project, or any part thereof or comprised therein, is held to constitute an infringement and its use is permanently enjoined, the Concessionaire shall promptly make every reasonable effort to secure for the Authority a ULB, such licence, at no cost to the AuthorityULB, authorising continued use of the infringing work. If the Concessionaire is unable to secure such licence within a reasonable time, the Concessionaire shall, at its own expense, and without impairing the Specifications and StandardsConstruction Requirements / O&M Requirements / Good Industry Practice, either replace the affected work, or part, or process thereof with non-infringing work or part or process, or modify the same so that it becomes non- non-infringing.

Indemnity by the Concessionaire. 38.2.1 31.2.1. Without limiting the generality of Clause 38.131.1, the Concessionaire shall fully indemnify, hold harmless and defend the Authority and the Authority Indemnified Persons from and against any and all loss and/or damages arising out of or with respect to: (a) a. failure of the Concessionaire to comply with Applicable Laws and Applicable Permits; b. any harm, injury, death, or damage caused to any person or property (bwhether tangible or intangible) on account of any Tower forming part of the Tower Assets and/or any Active Infrastructure installed at such Towers including but not limited to failure of the Concessionaire to comply with its O&M obligations under Article 14 of this Agreement. c. any legal suits/ case/ impositions/ penalties arising out of any such mishaps/ accidents/ harm/ injury/ damage arising from any of the Tower forming part of the Tower Assets and/or any Active Infrastructure during the entire Concession Period. d. payment of taxes required to be made by the Concessionaire in respect of the income or other taxes of the Concessionaire's contractors’s Contractors, suppliers suppliers, and representatives; or (c) e. non-payment of amounts due as a result of materials or services furnished to the Concessionaire or any of its contractors which are payable by the Concessionaire or any of its contractorsContractors. 38.2.2 31.2.2. Without limiting the generality of the provisions of this Article 3831, the Concessionaire shall fully indemnify, hold harmless and defend the Authority Indemnified Persons from and against any and all suits, proceedings, actions, claims, demands, liabilities and damages which the Authority Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Concessionaire or by the Concessionaire's ’s Contractors in performing the Concessionaire's ’s obligations or in any way incorporated in or related to the Project. If in any such suit, action, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Concessionaire shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the revocation or suspension of the injunction or restraint order. If, in any such suit, action, claim or proceedings, the Project, or any part thereof or comprised therein, is held to constitute an infringement and its use is permanently enjoined, the Concessionaire shall promptly make every reasonable effort to secure for the Authority a licencelicense, at no cost to the Authority, authorising continued use of the infringing work. If the Concessionaire is unable to secure such licence license within a reasonable time, the Concessionaire shall, at its own expense, and without impairing the Specifications and Standards, either replace the affected work, or part, or process thereof with non-non- infringing work or part or process, process or modify the same so that it becomes non- infringing.

Indemnity by the Concessionaire. 38.2.1 37.2.1 Without limiting the generality of Clause 38.137.1, the Concessionaire shall fully indemnify, hold harmless and defend the Authority and the Authority Indemnified Persons from and against any and all loss and/or damages arising out of or with respect to: (a) failure of the Concessionaire to comply with Applicable Laws and Applicable Permits; (b) payment of taxes required to be made by the Concessionaire in respect of the income or other taxes of the Concessionaire's Concessionaire‟s contractors, suppliers and representatives; or (c) non-payment of amounts due as a result of materials or services furnished to the Concessionaire or any of its contractors which are payable by the Concessionaire or any of its contractors or sub-contractors. 38.2.2 37.2.2 Without limiting the generality of the provisions of this Article 3837, the Concessionaire shall fully indemnify, hold harmless and defend the Authority Indemnified Persons from and against any and all suits, proceedings, actions, claims, demands, liabilities and damages which the Authority Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Concessionaire or by the Concessionaire's Concessionaire‟s Contractors in performing the Concessionaire's Concessionaire‟s obligations or in any way incorporated in or related to the Project. If in any such suit, action, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Concessionaire shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the revocation or suspension of the injunction or restraint order. If, in any such suit, action, claim or proceedings, the Project, or any part thereof or comprised therein, is held to constitute an infringement and its use is permanently enjoined, the Concessionaire shall promptly make every reasonable effort to secure for the Authority a licencelicense, at no cost to the Authority, authorising continued use of the infringing work. If the Concessionaire is unable to secure such licence license within a reasonable time, the Concessionaire shall, at its own expense, and without impairing the Specifications and Standards, either replace the affected work, or part, or process thereof with non-infringing work or part or process, or modify the same so that it becomes non- non-infringing.

Indemnity by the Concessionaire. 38.2.1 22.2.1 Without limiting the generality of Clause 38.122.1, the Concessionaire shall fully indemnify, hold harmless and defend the Concessioning Authority and the Authority Indemnified Persons from and against any and all loss and/or damages arising out of or with respect to: (a) failure of the Concessionaire to comply with Applicable Laws and Applicable Permits; (b) payment of taxes required to be made by the Concessionaire in respect of the income or other taxes of the Concessionaire's ’s contractors, suppliers and representatives; or (c) non-payment of amounts due as a result of materials or services furnished to the Concessionaire or any of its contractors which are payable by the Concessionaire or any of its contractors. 38.2.2 22.2.2 Without limiting the generality of the provisions of this Article 3822, the Concessionaire shall fully indemnify, hold harmless and defend the Authority Indemnified Persons from and against any and all suits, proceedings, actions, claims, demands, liabilities and damages which the Authority Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Concessionaire or by the Concessionaire's ’s Contractors in performing the Concessionaire's ’s obligations or in any way incorporated in or related to the Project. If in any such suit, action, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Concessionaire shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the revocation or suspension of the injunction or restraint order. If, in any such suit, action, claim or proceedings, the ProjectTrauma Centre, or any part thereof or comprised therein, is held to constitute an infringement and its use is permanently enjoined, the Concessionaire shall promptly make every reasonable effort to secure for the Concessioning Authority a licence, at no cost to the Concessioning Authority, authorising continued use of the infringing work. If the Concessionaire is unable to secure such licence within a reasonable time, the Concessionaire shall, at its own expense, and without impairing the Specifications and Standards, either replace the affected work, or part, or process thereof with non-infringing work or part or process, or modify the same so that it becomes non- non-infringing.

Indemnity by the Concessionaire. 38.2.1 24.3.1 Without limiting the generality of Clause 38.1Article 24.1 and Article 24.2, the Concessionaire shall fully indemnify, hold harmless and defend the Authority and the Authority Indemnified Persons from and against any and all loss and/or damages Damages arising out of or with respect to: (a) : a failure of the Concessionaire to comply with Applicable Laws and Applicable Permits; (b) ; b payment of taxes required to be made by the Concessionaire in respect of the income or other taxes of the Concessionaire's ’s contractors, suppliers and representativesRepresentatives; or (c) nonc Non-payment of amounts due as a result of materials or services furnished to the Concessionaire or any of its contractors which are payable by the Concessionaire or any of its Sub-contractors; or d Breach by the Concessionaire of any of the obligations under this Agreement. 38.2.2 24.3.2 Without limiting the generality of the provisions of this Article 3824, the Concessionaire shall fully indemnify, hold harmless and defend the Authority Indemnified Persons from and against any and all suits, proceedings, actions, claims, demands, liabilities and damages which the Authority Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Concessionaire or by the Concessionaire's Contractors in performing the Concessionaire's obligations or in any way incorporated in or related to the Project. If in any such suit, action, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Concessionaire shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the revocation or suspension of the injunction or restraint order. If, If in any such suit, action, claim or proceedings, the Project, or any part thereof or comprised therein, is held to constitute an infringement and its use is permanently enjoined, the Concessionaire shall promptly make every reasonable effort to secure for the Authority a licencelicense, at no cost to the Authority, authorising authorizing continued use of the infringing work. If the Concessionaire is unable to secure such licence license within a reasonable time, the Concessionaire shall, at its own expense, and without impairing the Specifications specifications and Standardsstandards, either replace the affected work, or part, or process thereof with non-infringing work or part or process, or modify the same so that it becomes non- infringing.

Indemnity by the Concessionaire. 38.2.1 28.2.1 Without limiting the generality of Clause 38.1Article 28.1, the Concessionaire shall fully indemnify, hold harmless and defend the Authority and the Authority Indemnified Persons from and against any and all loss and/or damages arising out of or with respect to: (a) failure of the Concessionaire to comply with Applicable Laws and Applicable Permits; (b) payment of taxes required to be made by the Concessionaire in respect of the income or other taxes of the Concessionaire's contractors, suppliers and representatives; or (c) non-payment of amounts due as a result of materials or services furnished to the Concessionaire or any of its contractors which are payable by the Concessionaire or any of its contractors. 38.2.2 28.2.2 Without limiting the generality of the provisions of this Article 38ARTICLE 28, the Concessionaire shall fully indemnify, hold harmless and defend the Authority Indemnified Persons from and against any and all suits, proceedings, actions, claims, demands, liabilities and damages which the Authority Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Concessionaire or by the Concessionaire's Contractors in performing the Concessionaire's obligations or in any way incorporated in or related to the Project. If in any such suit, action, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Concessionaire shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the revocation or suspension of the injunction or restraint order. If, If in any such suit, action, claim or proceedings, the Project, or any part thereof or comprised therein, is held to constitute an infringement and its use is permanently enjoined, the Concessionaire shall promptly make every reasonable effort to secure for the Authority a licencelicense, at no cost to the Authority, authorising authorizing continued use of the infringing work. If the Concessionaire is unable to secure such licence license within a reasonable time, the Concessionaire shall, at its own expense, and without impairing the Specifications and Standards, either replace the affected work, or part, or process thereof with non-infringing work or part or process, or modify the same so that it becomes non- non-infringing.

Indemnity by the Concessionaire. 38.2.1 30.2.1 Without limiting the generality of Clause 38.130.1, the Concessionaire shall fully indemnify, hold harmless and defend the Authority and the Authority Authority’s Indemnified Persons from and against any and all loss and/or damages arising out of or with respect to: (a) failure of the Concessionaire to comply with Applicable Laws and Applicable Permits; (b) payment of taxes required to be made by the Concessionaire in respect of the income or other taxes of the Concessionaire's ’s contractors, suppliers and representatives; or (c) non-payment of amounts due as a result of materials or services Services furnished to the Concessionaire or any of its contractors which are payable by the Concessionaire or any of its contractors or sub-contractors. 38.2.2 30.2.2 Without limiting the generality of the provisions of this Article 3830, the Concessionaire shall fully indemnify, hold harmless and defend the Authority Authority’s Indemnified Persons from and against any and all suits, proceedings, actions, claims, demands, liabilities and damages which the Authority Authority’s Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Concessionaire or by the Concessionaire's Contractors in performing the Concessionaire's obligations or in any way incorporated in or related to the Project. If in any such suit, action, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Concessionaire shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the revocation or suspension of the injunction or restraint order. If, in any such suit, action, claim or proceedings, the Project, or any part thereof or comprised therein, is held to constitute an infringement and its use is permanently enjoined, the Concessionaire shall promptly make every reasonable effort to secure for the Authority a licencelicense, at no cost to the Authority, authorising continued use of the infringing work. If the Concessionaire is unable to secure such licence license within a reasonable time, the Concessionaire shall, at its own expense, and without impairing the Specifications and Standards, either replace the affected work, or part, or process thereof with non-infringing work or part or process, or modify the same so that it becomes non- non-infringing.

Indemnity by the Concessionaire. 38.2.1 42.2.1 Without limiting the generality of Clause 38.142.1, the Concessionaire shall fully indemnify, hold harmless and defend the Authority MPRDC and the Authority Government Indemnified Persons from and against any and all loss and/or damages arising out of or with respect to: (a) failure of the Concessionaire to comply with Applicable Laws and Applicable Permits; (b) payment of taxes required to be made by the Concessionaire in respect of the income or other taxes of the Concessionaire's ’s contractors, suppliers and representatives; or (c) non-payment of amounts due as a result of materials or services furnished to the Concessionaire or any of its contractors which are payable by the Concessionaire or any of its contractors. 38.2.2 42.2.2 Without limiting the generality of the provisions of this Article 3842, the Concessionaire shall fully indemnify, hold harmless and defend the Authority MPRDC Indemnified Persons from and against any and all suits, proceedings, actions, claims, demands, liabilities and damages which the Authority MPRDC Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Concessionaire or by the Concessionaire's ’s Contractors in performing the Concessionaire's ’s obligations or in any way incorporated in or related to the Project. If in any such suit, action, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Concessionaire shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the revocation or suspension of the injunction or restraint order. If, in any such suit, action, claim or proceedings, the ProjectProject Highway, or any part thereof or comprised therein, is held to constitute an infringement and its use is permanently enjoined, the Concessionaire shall promptly make every reasonable effort to secure for the Authority MPRDC a licence, at no cost to the AuthorityMPRDC, authorising continued use of the infringing work. If the Concessionaire is unable to secure such licence within a reasonable time, the Concessionaire shall, at its own expense, and without impairing the Specifications and Standards, either replace the affected work, or part, or process thereof with non-infringing work or part or process, or modify the same so that it becomes non- non-infringing.

Indemnity by the Concessionaire. 38.2.1 29.2.1 Without limiting the generality of Clause 38.129.1, the Concessionaire shall fully indemnify, hold harmless and defend the Authority and the Authority Indemnified Persons from and against any and all loss and/or damages arising out of or with respect to: (a) failure of the Concessionaire to comply with Applicable Laws and Applicable Permits; (b) non-payment of taxes required to be made by the Concessionaire in respect of the income or other taxes of the Concessionaire's ’s contractors, suppliers and representatives; or (c) non-payment of amounts due as a result of materials or services furnished to the Concessionaire or any of its contractors which are payable by the Concessionaire or any of its contractors. 38.2.2 d) subject to Clause 29.1.1, death or personal injury to any person which may arise out of or in consequence of any act or omission or negligence in connection with the performance or non-performance of its obligations under this Agreement. e) loss or damage to property (including property belonging to the Authority for which it is responsible) which may arise out of or in consequence of any act or omission or negligence in connection with the performance or non-performance of its obligations under this Agreement. 29.2.2 Without limiting the generality of the provisions of this Article 3829, the Concessionaire shall fully indemnify, hold harmless and defend the Authority Indemnified Persons from and against any and all suits, proceedings, actions, claims, demands, liabilities and damages which the Authority Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Concessionaire or by the Concessionaire's ’s Contractors in performing the Concessionaire's ’s obligations or in any way incorporated in or related to the Project. If in any such suit, action, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Concessionaire shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the revocation or suspension of the injunction or restraint order. If, in any such suit, action, claim or proceedings, the Project, or any part thereof or comprised therein, is held to constitute an infringement and its use is permanently enjoined, the Concessionaire shall promptly make every reasonable effort to secure for the Authority a licence, at no cost to the Authority, authorising continued use of the infringing work. If the Concessionaire is unable to secure such licence within a reasonable time, the Concessionaire shall, at its own expense, and without impairing the Specifications and StandardsEquipment Specification, either replace the affected work, or part, or process thereof with non-infringing work or part or process, or modify the same so that it becomes non- non-infringing.

Indemnity by the Concessionaire. 38.2.1 31.2.1 Without limiting the generality of Clause 38.131.1, the Concessionaire shall fully indemnify, hold harmless and defend the Authority Concessioning authority and the Authority Concessioning authority Indemnified Persons from and against any and all loss and/or damages arising out of or with respect to: (ai) failure of the Concessionaire to comply with Applicable Laws and Applicable Permits; (bii) payment of taxes Taxes required to be made by the Concessionaire in respect of the income or other taxes of the Concessionaire's ’s contractors, suppliers and representatives; or (ciii) non-payment of amounts due as a result of materials or services furnished to the Concessionaire or any of its contractors Contractor which are payable by the Concessionaire or any of its contractorsContractors. 38.2.2 31.2.2 Without limiting the generality of the provisions of this Article 3831, the Concessionaire shall fully indemnify, hold harmless and defend the Authority Concessioning authority Indemnified Persons from and against any and all suits, proceedings, actions, claims, demands, liabilities and damages which the Authority Concessioning authority Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual propertyProperty, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Concessionaire or by the Concessionaire's Contractors ’s Contractor in performing the Concessionaire's ’s obligations or in any way incorporated in or related to the Project. If in any such suit, action, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Concessionaire shall make every reasonable effort, by giving a satisfactory bond or otherwise, of otherwise to secure the revocation or suspension of the injunction or restraint order. Iforder if, in any such suit, action, claim or proceedings, the Project, or any part thereof or comprised therein, is held to constitute an infringement and its use is permanently enjoined, the Concessionaire shall promptly make every reasonable effort to secure for the Authority Concessioning authority a licence, at no cost to the AuthorityConcessioning authority, authorising continued use of the infringing work. If the Concessionaire is unable to secure such licence within a reasonable time, the Concessionaire shall, at its own expense, and without impairing the Specifications Standards and StandardsSpecifications, either replace the affected work, or part, or process thereof with non-infringing work or part or process, process or modify the same so that it becomes non- infringing.

Indemnity by the Concessionaire. 38.2.1 43.2.1 Without limiting the generality of Clause 38.143.1, the Concessionaire shall fully indemnify, hold harmless and defend the Authority and the Authority Indemnified Persons from and against any and all loss and/or damages arising out of or with respect to: (a) failure of the Concessionaire to comply with Applicable Laws and Applicable Permits; (b) payment of taxes required to be made by the Concessionaire in respect of the income or other taxes of the Concessionaire's contractorsConcessionaire‟s Contractors, suppliers and representatives; or (c) non-payment of amounts due as a result of materials or services furnished to the Concessionaire or any of its contractors Contractors which are payable by the Concessionaire or any of its contractorsContractors. 38.2.2 43.2.2 Without limiting the generality of the provisions of this Article 3843, the Concessionaire shall fully indemnify, hold harmless and defend the Authority Indemnified Persons from and against any and all suits, proceedings, actions, claims, demands, liabilities and damages which the Authority Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Concessionaire or by the Concessionaire's Concessionaire‟s Contractors in performing the Concessionaire's Concessionaire‟s obligations or in any way incorporated in or related to the Project. If in any such suit, action, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Concessionaire shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the revocation or suspension of the injunction or restraint order. If, in any such suit, action, claim or proceedings, the ProjectHealthcareNetwork, or any part thereof or comprised therein, is held to constitute an infringement and its use is permanently enjoined, the Concessionaire shall promptly make every reasonable effort to secure for the Authority a licence, at no cost to the Authority, authorising continued use of the infringing work. If the Concessionaire is unable to secure such licence within a reasonable time, the Concessionaire shall, at its own expense, and without impairing the Specifications and Standards, either replace the affected work, or part, or process thereof with non-infringing work or part or process, or modify the same so that it becomes non- non-infringing.

Indemnity by the Concessionaire. 38.2.1 24.2.1. Without limiting the generality of Clause 38.124.1, the Concessionaire shall fully indemnify, hold harmless and defend the Authority and the Authority Indemnified Persons from and against any and all loss and/or damages arising out of or with respect to: (a) failure of the Concessionaire to comply with Applicable Laws and Applicable Permits; (b) payment of taxes taxes, levies, fees and any other statutory dues required to be made by the Concessionaire in respect of the income or other taxes of the Concessionaire's Concessionaire‟s contractors, suppliers and representatives; or (c) non-payment of amounts due as a result of materials or services furnished to the Concessionaire or any of its contractors which are payable by the Concessionaire or any of its contractors. 38.2.2 24.2.2. Without limiting the generality of the provisions of this Article 3824, the Concessionaire shall fully indemnify, hold harmless and defend the Authority Indemnified Persons from and against any and all suits, proceedings, actions, claims, demands, liabilities and damages which the Authority Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Concessionaire or by the Concessionaire's Concessionaire‟s Contractors in performing the Concessionaire's Concessionaire‟s obligations or in any way incorporated in or related to the Project. If in any such suit, action, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Concessionaire shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the revocation or suspension of the injunction or restraint order. If, in any such suit, action, claim or proceedings, the Project, or any part thereof or comprised therein, is held to constitute an infringement and its use is permanently enjoined, the Concessionaire shall promptly make every reasonable effort to secure for the Authority a licence, at no cost to the Authority, authorising continued use of the infringing work. If the Concessionaire is unable to secure such licence within a reasonable time, the Concessionaire shall, at its own expense, and without impairing the Specifications and Standards, either replace the affected work, or part, or process thereof with non-infringing work or part or process, or modify the same so that it becomes non- non-infringing. 24.2.3. The Concessionaire shall indemnify the Authority against all claims whatsoever arising out of any Statute/Law in force in respect of the personnel engaged by him directly or indirectly for the Project.

Indemnity by the Concessionaire. 38.2.1 16.2.1 Without limiting the generality of Clause 38.1Article 16.1.1 above, the Concessionaire shall fully indemnify, hold harmless and defend the Authority Railway Administration and the Authority Railway Administration Indemnified Persons from and against any and all loss and/or damages arising out of or with respect to: (a) failure of the Concessionaire to comply with Applicable Laws and Applicable Permits; (b) payment of taxes required to be made by the Concessionaire in respect of the income or other taxes of the Concessionaire's contractors, suppliers and representatives; or (c) non-payment of amounts due as a result of materials or services furnished to the Concessionaire or any of its contractors which are payable by the Concessionaire or any of its contractors. 38.2.2 16.2.2 Without limiting the generality of the provisions of this Article 3816.1.1, the Concessionaire shall fully indemnify, hold harmless and defend the Authority Railway Administration Indemnified Persons from and against any and all suits, proceedings, actions, claims, demands, liabilities and damages which the Authority Railway Administration Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Concessionaire or by the Concessionaire's Contractors in performing the Concessionaire's ’s obligations or in any way incorporated in or related to the Projecthereunder. If in any such suit, action, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Concessionaire shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the revocation or suspension of the injunction or restraint order. If, in any such suit, action, claim or proceedings, the Projectmaterials, information, design or process, or any part thereof or comprised therein, is held to constitute an infringement and its use is permanently enjoined, the Concessionaire shall promptly make every reasonable effort to secure for the Authority Railway Administration a licence, at no cost to the AuthorityRailway Administration, authorising continued use of the infringing work. If the Concessionaire is unable to secure such licence within a reasonable time, the Concessionaire shall, at its own expense, and without impairing the Specifications and Standards, either replace the affected work, or part, or process thereof with non-infringing work or part or process, or modify the same so that it becomes non- non-infringing.

Indemnity by the Concessionaire. 38.2.1 42.2.1 Without limiting the generality of Clause 38.142.1, the Concessionaire shall fully indemnify, hold harmless and defend the Concessioning Authority and the Concessioning Authority Indemnified Persons from and against any and all loss and/or damages arising out of or with respect to: (a) failure of the Concessionaire to comply with Applicable Laws and Applicable Permits; (b) payment of taxes required to be made by the Concessionaire in respect of the income or other taxes of the Concessionaire's contractors, suppliers and representatives; or (c) non-payment of amounts due as a result of materials or services furnished to the Concessionaire or any of its contractors which are payable by the Concessionaire or any of its contractors. 38.2.2 42.2.2 Without limiting the generality of the provisions of this Article 3842, the Concessionaire shall fully indemnify, hold harmless and defend the Concessioning Authority Indemnified Persons from and against any and all suits, proceedings, actions, claims, demands, liabilities and damages which the Concessioning Authority Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Concessionaire or by the Concessionaire's Contractors in performing the Concessionaire's obligations or in any way incorporated in or related to the Project. If in any such suit, action, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Concessionaire shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the revocation or suspension of the injunction or restraint order. If, If in any such suit, action, claim or proceedings, the Project, or any part thereof or comprised therein, is held to constitute an infringement and its use is permanently enjoined, the Concessionaire shall promptly make every reasonable effort to secure for the Concessioning Authority a licence, at no cost to the Concessioning Authority, authorising continued use of the infringing work. If the Concessionaire is unable to secure such licence within a reasonable time, the Concessionaire shall, at its own expense, and without impairing the Specifications and Standards, either replace the affected work, or part, or process thereof with non-infringing work or part or process, or modify the same so that it becomes non- non-infringing.

Indemnity by the Concessionaire. 38.2.1 ‌ 35.2.1. Without limiting the generality of Clause 38.135.1, the Concessionaire shall fully indemnify, hold harmless and defend the Authority and the Authority Indemnified Persons from and against any and all loss and/or damages arising out of or with respect to: (a) failure of the Concessionaire to comply with Applicable Laws and Applicable Permits; (b) payment of taxes required to be made by the Concessionaire in respect of the income or other taxes of the Concessionaire's ’s contractors, suppliers and representatives; or (c) non-payment of amounts due as a result of materials or services furnished to the Concessionaire or any of its contractors which are payable by the Concessionaire or any of its contractors. 38.2.2 35.2.2. Without limiting the generality of the provisions of this Article 3835, the Concessionaire shall fully indemnify, hold harmless and defend the Authority Indemnified Persons from and against any and all suits, proceedings, actions, claims, demands, liabilities and damages which the Authority Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Concessionaire or by the Concessionaire's ’s Contractors in performing the Concessionaire's ’s obligations or in any way incorporated in or related to the Project. If in any such suit, action, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Concessionaire shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the revocation or suspension of the injunction or restraint order. If, in any such suit, action, claim or proceedings, the Project, or any part thereof or comprised therein, is held to constitute an infringement and its use is permanently enjoined, the Concessionaire shall promptly make every reasonable effort to secure for the Authority a licence, at no cost to the Authority, authorising continued use of the infringing work. If the Concessionaire is unable to secure such licence within a reasonable time, the Concessionaire shall, at its own expense, and without impairing the Specifications and Standards, either replace the affected work, or part, or process thereof with non-infringing work or part or process, or modify the same so that it becomes non- infringing.,

Indemnity by the Concessionaire. 38.2.1 34.2.1 Without limiting the generality of Clause 38.134.1, the Concessionaire shall fully indemnify, hold harmless and defend the Authority Authority/Medical College and the Authority Indemnified Persons from and against any and all loss and/or damages arising out of or with respect to: (a) failure of the Concessionaire to comply with Applicable Laws and Applicable Permits; (b) payment of taxes required to be made by the Concessionaire in respect of the income or other taxes of the Concessionaire's Concessionaire‟s contractors, suppliers and representatives; or (c) non-payment of amounts due as a result of materials or services furnished to the Concessionaire or any of its contractors which are payable by the Concessionaire or any of its contractors or sub-contractors. 38.2.2 34.2.2 Without limiting the generality of the provisions of this Article 38, 34 the Concessionaire shall fully indemnify, hold harmless and defend the Authority Indemnified Persons from and against any and all suits, proceedings, actions, claims, demands, liabilities and damages which the Authority Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Concessionaire or by the Concessionaire's Concessionaire‟s Contractors in performing the Concessionaire's Concessionaire‟s obligations or in any way incorporated in or related to the Project. If in any such suit, action, claim or proceedings, a temporary restraint order Draft Concession Agreement or preliminary injunction is granted, the Concessionaire shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the revocation or suspension of the injunction or restraint order. If, in any such suit, action, claim or proceedings, the Project, or any part thereof or comprised therein, is held to constitute an infringement and its use is permanently enjoined, the Concessionaire shall promptly make every reasonable effort to secure for the Authority a licencelicense, at no cost to the Authority, authorising continued use of the infringing work. If the Concessionaire is unable to secure such licence license within a reasonable time, the Concessionaire shall, at its own expense, and without impairing the Specifications and Standards, either replace the affected work, or part, or process thereof with non-infringing work or part or process, or modify the same so that it becomes non- non-infringing.

Indemnity by the Concessionaire. 38.2.1 24.3.1 Without limiting the generality of Clause 38.1Article 24.1 and Article 24.2, the Concessionaire shall fully indemnify, hold harmless and defend the Authority and the Authority Indemnified Persons from and against any and all loss and/or damages Damages arising out of or with respect to: (a) : a failure of the Concessionaire to comply with Applicable Laws and Applicable Permits; (b) ; b payment of taxes required to be made by the Concessionaire in respect of the income or other taxes of the Concessionaire's ’s contractors, suppliers and representativesRepresentatives; or (c) non-payment c Non‐payment of amounts due as a result of materials or services furnished to the Concessionaire or any of its contractors which are payable by the Concessionaire or any of its contractorsSub‐contractors; or d Breach by the Concessionaire of any of the obligations under this Agreement. 38.2.2 24.3.2 Without limiting the generality of the provisions of this Article 3824, the Concessionaire shall fully indemnify, hold harmless and defend the Authority Indemnified Persons from and against any and all suits, proceedings, actions, claims, demands, liabilities and damages which the Authority Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Concessionaire or by the Concessionaire's Contractors in performing the Concessionaire's obligations or in any way incorporated in or related to the Project. If in any such suit, action, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Concessionaire shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the revocation or suspension of the injunction or restraint order. If, If in any such suit, action, claim or proceedings, the Project, or any part thereof or comprised therein, is held to constitute an infringement and its use is permanently enjoined, the Concessionaire shall promptly make every reasonable effort to secure for the Authority a licencelicense, at no cost to the Authority, authorising authorizing continued use of the infringing work. If the Concessionaire is unable to secure such licence license within a reasonable time, the Concessionaire shall, at its own expense, and without impairing the Specifications specifications and Standardsstandards, either replace the affected work, or part, or process thereof with non-infringing non‐infringing work or part or process, or modify the same so that it becomes non- non‐ infringing.

Indemnity by the Concessionaire. 38.2.1 36.2.1 Without limiting the generality of Clause 38.136.1, the Concessionaire shall fully indemnify, hold harmless and defend the Authority and the Authority Indemnified Persons from and against any and all loss and/or damages arising out of or with respect to: (a) failure Failure of the Concessionaire to comply with Applicable Laws and Applicable Permits; (b) payment Payment of taxes required to be made by the Concessionaire in respect of the income or other taxes of the Concessionaire's ’s contractors, suppliers and representatives; or (c) nonNon-payment of amounts due as a result of materials or services furnished to the Concessionaire or any of its contractors which are payable by the Concessionaire or any of its contractors. 38.2.2 36.2.2 Without limiting the generality of the provisions of this Article 3836, the Concessionaire shall fully indemnify, hold harmless and defend the Authority Indemnified Persons from and against any and all suits, proceedings, actions, claims, demands, liabilities and damages which the Authority Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Concessionaire or by the Concessionaire's ’s Contractors in performing the Concessionaire's ’s obligations or in any way incorporated in or related to the Project. If in any such suit, action, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Concessionaire shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the revocation or suspension of the injunction or restraint order. If, in any such suit, action, claim or proceedings, the Project, or any part thereof or comprised therein, is held to constitute an infringement and its use is permanently enjoined, the Concessionaire shall promptly make every reasonable effort to secure for the Authority a licencelicense, at no cost to the Authority, authorising authorizing continued use of the infringing work. If the Concessionaire is unable to secure such licence license within a reasonable time, the Concessionaire shall, at its own expense, and without impairing the Specifications and Standards, either replace the affected work, or part, or process thereof with non-infringing work or part or process, or modify the same so that it becomes non- non-infringing.

Indemnity by the Concessionaire. 38.2.1 36.2.1 Without limiting the generality of Clause 38.136.1, the Concessionaire shall fully indemnify, hold harmless and defend the Concessioning Authority and the Concessioning Authority Indemnified Persons from and against any and all loss and/or and/ or damages arising out of or with respect to: (a) failure of the Concessionaire to comply with Applicable Laws and Applicable Permits; (b) payment of taxes required to be made by the Concessionaire in respect of the income or other taxes of the Concessionaire's contractors, suppliers and representatives; or (c) non-payment of amounts due as a result of materials or services furnished to the Concessionaire or any of its contractors which are payable by the Concessionaire or any of its contractors. 38.2.2 36.2.2 Without limiting the generality of the provisions of this Article 3836, the Concessionaire shall fully indemnify, hold harmless and defend the Concessioning Authority Indemnified Persons from and against any and all suits, proceedings, actions, claims, demands, liabilities and damages which the Concessioning Authority Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Concessionaire or by the Concessionaire's Contractors in performing the Concessionaire's obligations or in any way incorporated in or related to the Project. If in any such suit, action, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Concessionaire shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the revocation or suspension of the injunction or restraint order. If, If in any such suit, action, claim or proceedings, the Project, or any part thereof or comprised therein, is held to constitute an infringement and its use is permanently enjoined, the Concessionaire shall promptly make every reasonable effort to secure for the Concessioning Authority a licence, at no cost to the Concessioning Authority, authorising authorizing continued use of the infringing work. If the Concessionaire is unable to secure such licence within a reasonable time, the Concessionaire shall, at its own expense, and without impairing the Specifications and Standards, either replace the affected work, or part, or process thereof with non-infringing work or part or process, or modify the same so that it becomes non- non-infringing.

Indemnity by the Concessionaire. 38.2.1 Without limiting the generality of the Clause 38.135.1, the Concessionaire shall fully indemnify, hold harmless and defend the Authority and the Authority Indemnified Persons from form and against any and all loss and/or damages arising out of or with respect to: (a) : failure of the Concessionaire to comply with Applicable Laws and Applicable Permits; (b) ; payment of to taxes required to be made by the Concessionaire in respect of the income or other taxes of the Concessionaire's ’s contractors, suppliers and representatives; or (c) or non-payment of amounts due as a result of materials or services furnished to the Concessionaire or any of its contractors which are payable by the Concessionaire or any of its contractors. 38.2.2 . Without limiting the generality of the provisions of this Article 3835, the Concessionaire shall fully indemnify, hold harmless and defend the Authority Indemnified Persons from and against any and all suits, proceedings, actions, claims, demands, liabilities and damages which the Authority Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Concessionaire or by the Concessionaire's Contractors ’s contractors in performing the Concessionaire's ’s obligations or in any way incorporated in or related to the Project. If in any such suit, action, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Concessionaire shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the revocation or suspension of the injunction or restraint order. If, in any such suit, action, claim or proceedings, the ProjectProject Highway, or any part thereof or comprised therein, is held to constitute an infringement and its use is permanently enjoined, the Concessionaire shall promptly make every reasonable effort to secure for the Authority a licencelicense, at no cost to the Authority, authorising continued use of the infringing work. If the Concessionaire is unable to secure such licence license within a reasonable time, the Concessionaire shall, at its own expense, and without impairing the Specifications and Standards, either replace the affected work, or part, or process thereof with non-infringing work or part or process, or modify the same so that it becomes non- non-infringing.

Indemnity by the Concessionaire. 38.2.1 30.2.1. Without limiting the generality of Clause 38.130.1, the Concessionaire shall fully indemnify, hold harmless and defend the Authority and the Authority Indemnified Persons from and against any and all loss and/or damages arising out of or with respect to: (a) a. failure of the Concessionaire to comply with Applicable Laws and Applicable Permits; (b) b. payment of taxes required to be made by the Concessionaire in respect of the income or other taxes of the Concessionaire's ’s contractors, suppliers and representatives; or (c) c. non-payment of amounts due as a result of materials or services furnished to the Concessionaire or any of its contractors which are payable by the Concessionaire or any of its contractors. 38.2.2 30.2.2. Without limiting the generality of the provisions of this Article 3830, the Concessionaire shall fully indemnify, hold harmless and defend the Authority Indemnified Persons from and against any and all suits, proceedings, actions, claims, demands, liabilities and damages which the Authority Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Concessionaire or by the Concessionaire's ’s Contractors in performing the Concessionaire's ’s obligations or in any way incorporated in or related to the Project. If in any such suit, action, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Concessionaire shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the revocation or suspension of the injunction or restraint order. If, in any such suit, action, claim or proceedings, the Project, or any part thereof or comprised therein, is held to constitute an infringement and its use is permanently enjoined, the Concessionaire shall promptly make every reasonable effort to secure for the Authority a licence, at no cost to the Authority, authorising continued use of the infringing work. If the Concessionaire is unable to secure such licence within a reasonable time, the Concessionaire shall, at its own expense, and without impairing the Specifications and Standards, either replace the affected work, or part, or process thereof with non-infringing work or part or process, or modify the same so that it becomes non- infringing.

Indemnity by the Concessionaire. 38.2.1 28.2.1 Without limiting the generality of Clause 38.128.1, the Concessionaire shall fully indemnify, hold harmless and defend the Concessioning Authority and the Concessioning Authority Indemnified Persons from and against any and all loss and/or damages arising out of or with respect to: (ai) failure of the Concessionaire to comply with Applicable Laws and Applicable Permits; (bii) payment of taxes Taxes required to be made by the Concessionaire in respect of the income or other taxes of the Concessionaire's ’s contractors, suppliers and representatives; or (ciii) non-payment of amounts due as a result of materials or services furnished to the Concessionaire or any of its contractors Contractor which are payable by the Concessionaire or any of its contractorsContractors. 38.2.2 28.2.2 Without limiting the generality of the provisions of this Article 3828, the Concessionaire shall fully indemnify, hold harmless and defend the Concessioning Authority Indemnified Persons from and against any and all suits, proceedings, actions, claims, demands, liabilities and damages which the Concessioning Authority Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual propertyProperty, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Concessionaire or by the Concessionaire's Contractors ’s Contractor in performing the Concessionaire's ’s obligations or in any way incorporated in or related to the Project. If in any such suit, action, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Concessionaire shall make every reasonable effort, by giving a satisfactory bond or otherwise, of otherwise to secure the revocation or suspension of the injunction or restraint order. Iforder if, in any such suit, action, claim or proceedings, the Project, or any part thereof or comprised therein, is held to constitute an infringement and its use is permanently enjoined, the Concessionaire shall promptly make every reasonable effort to secure for the Concessioning Authority a licence, at no cost to the Concessioning Authority, authorising continued use of the infringing work. If the Concessionaire is unable to secure such licence within a reasonable time, the Concessionaire shall, at its own expense, and without impairing the Specifications Standards and StandardsSpecifications, either replace the affected work, or part, or process thereof with non-infringing work or part or process, process or modify the same so that it becomes non- non-infringing.

Indemnity by the Concessionaire. 38.2.1 Without limiting the generality of Clause 38.135.1, the Concessionaire shall fully indemnify, hold harmless and defend the Authority, Authority and the Authority Government Indemnified Persons from and against any and all loss and/or damages arising out of or with respect to: (a) failure of the Concessionaire to comply with Applicable Laws and Applicable Permits; (b) payment of taxes Taxes required to be made by the Concessionaire in respect of the income or other taxes of the Concessionaire's ’s contractors, suppliers and representatives; or; (c) non-payment of amounts due as a result of materials or services furnished to the Concessionaire or any of its contractors which are payable by the Concessionaire or any of its contractors.; or 38.2.2 (d) implementation of conditions, if any, as set forth in environmental clearance certificate, no- objection certificate by Gujarat Pollution Control Board, Forest clearance and Wild Life clearance by the concerned authority. Without limiting the generality of the provisions of this Article 38Clause 35, the Concessionaire shall fully indemnify, hold harmless and defend the Authority Government Indemnified Persons from and against any and all suits, proceedings, actions, claims, demands, liabilities and damages which the Authority Government Indemnified Persons may hereafter suffer, or pay by reason of or any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Concessionaire or by the Concessionaire's ’s Contractors in performing the Concessionaire's ’s obligations or in any way incorporated in or related to the Project. If in any such suit, action, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Concessionaire shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the revocation or suspension of the injunction or restraint order. If, in any such suit, action, claim or proceedings, the Project, or any part thereof or comprised therein, is held to constitute an infringement and its use is permanently enjoined, the Concessionaire shall promptly make every reasonable effort to secure for the Authority / SSNNL / FED a licencelicense, at no cost to the AuthorityAuthority / SSNNL / FED, authorising continued use of the infringing work. If the Concessionaire is unable to secure such licence license within a reasonable time, the Concessionaire shall, at its own expense, and without impairing the Specifications and Standards, either replace the affected work, or part, or process thereof with non-infringing work or part or process, or modify the same so that it becomes non- non-infringing. The Concessioner shall, during the whole contract period including period of and Operation & Maintenance, strictly follow and act as per the provisions of payment of wages act, Xxx Xxxxxxxxxx Xxxxxxx Xxx - 0000, all labour / workmen related laws. The Concessioner shall be responsible for service condition and to pay salary and such allowances to the workers and officers time to time as prescribed by competent Government Authority. Any breach of law related to workmen / Labour the Concessioner shall be responsible to pay and compensate the cost and the amount. The Authority shall not be responsible in any matter related to workmen / officers engaged to carryout work including Operation and Maintenance. The workers, labours, officers etc. engaged by the Concessioner to carry out this work including Construction and Operation and Maintenance are solely of the concessioner therefore the Authority shall not be responsible to pay any compensation to the workers, labours, officers etc. engaged by the Concessioner to carry out this work during Construction and Operation and Maintenance. The contract is inclusive of Operation & Maintenance including manpower therefore Concessioner shall strictly follow all labour laws EPF, ESIC, ID act 1947 and applicable labour laws including labour payment as per minimum labour wages. The Concessioner shall not sublet Operation and maintenance work in full / entirety to any other agency. The Authority shall not be responsible in any manner to pay any payment arising out of any legal proceeding or award of court, tribunal etc. under Payment of Wages Act, The Industrial Dispute Act- 1947, all labour / workmen related laws related to the workers, labours, officers etc. engaged by the Concessioner to carry out this work including Construction and Operation and Maintenance. The Concessioner shall liable to pay any payment arising out of any legal proceeding or award of court, tribunal etc. The workers, labours, officers etc. engaged by the concessioner to carry out this work including and Operation and Maintenance are solely of the concessioner therefore they all shall not be considered as regular employee of the Authority and no claim in this regard lies against the Authority by any of the workers, labours, officers etc. engaged by the concessioner To carry out this work including Construction and Operation and Maintenance. The workers, labours, officers etc. engaged by the Concessioner to carry out this work including Construction and Operation and Maintenance are solely of the concessioner therefore they shall not entitled to get any Identity Card from the Authority. Amendment in any law mentioned above shall be applicable to this contract.