Common use of Liability of the Parties Clause in Contracts

Liability of the Parties. 16.1 Whilst the Parties shall make all reasonable attempts to mitigate loss, each Party (“the indemnifying Party”) shall be liable for and indemnify the others against any expense, liability, loss, claim or proceeding whatsoever arising under any statute or at common law in respect of personal injury to or death of any person whomsoever arising out of or in the course of or caused by any act or omission of that indemnifying Party in respect of its role in the activities of the Joint Committee and/or under this Agreement and /or where acting as Lead Authority . 16.2 Whilst the Parties shall make all reasonable attempts to mitigate loss, each Party (“the indemnifying Party”) shall be liable for and shall indemnify the others against any reasonable expense, liability, loss, claim or proceeding in respect of any injury or damage whatsoever to any property real or personal in so far as such injury or damage arises out of or in the course of or is caused by any act or omission of that indemnifying Party in respect of its role in the activities of the Joint Committee and/or under this Agreement and/or where acting as Lead Authority . 16.3 Whilst the Parties shall make all reasonable attempts to mitigate loss, each Party (“the indemnifying Party”) shall indemnify the others in respect of any reasonable loss caused to each of the other Parties as a direct result of that indemnifying Party’s negligence, wilful default or fraud or that of any of the indemnifying Party’s employees in respect of its role in the activities of the Joint Committee and/or under this Agreement and/or where acting as Lead Authority. 16.4 Where a Party is appointed the Lead Authority under the terms of clause 12 of this Agreement, the other Parties shall each indemnify the Lead Authority on pro rata basis according to the proportions of their respective financial commitments as set out in Clause 10 of this Agreement with the intent that the Lead Authority shall itself be responsible for its own pro-rata share.

Liability of the Parties. 16.1 Whilst the Parties shall make all reasonable attempts to mitigate loss, each Party (“the indemnifying Party”) shall be liable for and indemnify the others against any expense, liability, loss, claim or proceeding whatsoever arising under any statute or at common law in respect of personal injury to or death of any person whomsoever arising out of or in the course of or caused by any act or omission of that indemnifying Party in respect of its role in the activities of the Joint Committee and/or under this Agreement and /or where acting as Lead Authority . 16.2 Whilst the Parties shall make all reasonable attempts to mitigate loss, each Party (“the indemnifying Party”) shall be liable for and 14.1 The Accountable Body shall indemnify the others against any reasonable expense, liability, loss, claim or proceeding in respect of any injury or damage whatsoever to any property real or personal in so far as such injury or damage arises out of or in the course of or is caused by any act or omission of that indemnifying Party in respect of its role in the activities of the Joint Committee and/or under this Agreement and/or where acting as Lead Authority . 16.3 Whilst the Parties shall make all reasonable attempts to mitigate loss, each Party (“the indemnifying Party”) shall indemnify the others in respect of any reasonable loss caused to and keep indemnified each of the other Parties as a direct result of to this Agreement against any losses, claims, expenses, actions, demands, costs and liability suffered by that indemnifying Party’s negligence, Party to the extent arising from any wilful default or fraud wilful breach by the Accountable Body of its obligations under this Agreement (and wilful in this context shall, for the avoidance of doubt, not include matters which are outside the reasonable control of the Accountable Body or matters arising from any negligent act or omission in relation to such obligations). 14.2 No claim shall be made against the Accountable Body to recover any loss or damage which may be incurred by reason of or arising out of the carrying out by the Accountable Body of its obligations under this Agreement unless and to the extent such loss or damage arises from a wilful default or wilful breach by the Accountable Body under Clause 14.1 (Liability of Parties). 14.3 Each of the other Parties (acting severally) shall indemnify and keep indemnified the Accountable Body against all losses, claims, expenses, actions, demands, costs and liabilities which the Accountable Body may incur by reason of or arising out of the carrying out by the Accountable Body of its obligations under this Agreement for that Party or arising from any wilful default or wilful breach by a Party of its obligations under this Agreement (and wilful in this context shall, for the avoidance of doubt, not include matters which are outside the reasonable control of that Party or matters arising from any negligent act or omission in relation to such obligations) unless and to the extent that the same result from any wilful breach by the Accountable Body of any such obligations. 14.4 The Parties agree and acknowledge that the amount to be paid to the Accountable Body by any of the indemnifying Party’s employees in respect other Parties under Clause 14.3 (Liability of Parties) shall be borne by each of the Parties to the extent of its role responsibility, however in the activities event that the responsibility is a shared one between the Parties (so that it is not reasonably practicable to ascertain the exact responsibility between the Parties) then the amount to be paid shall be divided between the Parties on a Proportionate Basis. 14.5 In the event of the Joint Committee and/or a claim under this Agreement and/or where acting Clause 14 (Liability of Parties) in which it is not reasonably practicable to determine the extent of responsibility as Lead Authority. 16.4 Where between the Parties (including the Accountable Body), then the amount shall be divided amongst the Councils (including the Accountable Body) on a Party is appointed Proportionate Basis. For the Lead Authority under avoidance of doubt, any claim arising otherwise than through the terms of clause 12 of this Agreement, wilful default or wilful breach by the Accountable Body or the other Parties shall each be divided amongst the Parties (including the Accountable Body) on a Proportionate Basis. 14.6 A Party who receives a claim for losses, expenses, actions, demands, costs and liabilities shall notify and provide details of such claim as soon as is reasonably practicable to the other Parties . 14.7 No Party shall be indemnified in accordance with this Clause 14 (Liability of Parties) unless it has given notice in accordance with Clause 14.6 (Liability of Parties) to the other Party against whom it will be enforcing its right to an indemnity under this Agreement. 14.8 Each Party ("Indemnifier") shall not be responsible or be obliged to indemnify the Lead Authority on pro rata basis according other Parties (including the Accountable Body) ("Beneficiary") to the proportions of their respective financial commitments as set out in Clause 10 of this Agreement with extent that any insurances maintained by the intent Beneficiary at the relevant time provide an indemnity against the loss giving rise to such claim and to the extent that the Lead Authority Beneficiary recovers under such policy of insurance (save that the Indemnifier shall itself be responsible for its own pro-rata sharethe deductible under any such policy of insurance and any amount over the maximum amount insured under such policy of insurance).

Liability of the Parties. 16.1 Whilst the Parties / Parties shall make all reasonable attempts to mitigate loss, each Party /Party (“the indemnifying Indemnifying Party”) shall be liable for and indemnify the others against any expense, liability, loss, claim or proceeding whatsoever arising under any statute or at common law in respect of personal injury to or death of any person whomsoever arising out of or in the course of or caused by any act or omission of that indemnifying Indemnifying Party in respect of its role in the activities of the Joint Committee Board and/or under this Agreement and /or where acting as Lead Authority . 16.2 Whilst the Parties / Parties shall make all reasonable attempts to mitigate loss, each Party / Party (“the indemnifying Indemnifying Party”) shall be liable for and shall indemnify the others against any reasonable expense, liability, loss, claim or proceeding in respect of any injury or damage whatsoever to any property real or personal in so far as such injury or damage arises out of or in the course of or is caused by any act or omission of that indemnifying Indemnifying Party in respect of its role in the activities of the Joint Committee Board and/or under this Agreement and/or where acting as Lead Authority . 16.3 Whilst the Parties / Parties shall make all reasonable attempts to mitigate loss, each Party / Party (“the indemnifying Indemnifying Party”) shall indemnify the others in respect of any reasonable loss caused to each of the other Parties / Parties as a direct result of that indemnifying Indemnifying Party’s negligence, wilful default or fraud or that of any of the indemnifying Indemnifying Party’s employees in respect of its role in the activities of the Joint Committee Board and/or under this Agreement and/or where acting as Lead Authority. 16.4 Where a Party is appointed the Lead Authority under the terms of clause 12 of this Agreement, the other Parties shall each indemnify the Lead Authority on pro rata basis according to the proportions of their respective financial commitments as set out in Clause 10 of this Agreement with the intent that the Lead Authority shall itself be responsible for its own pro-rata share.

Liability of the Parties. 16.1 Whilst the Parties shall make all reasonable attempts to mitigate loss, each Party (“the indemnifying Party”) shall be liable for and indemnify the others against any expense, liability, loss, claim or proceeding whatsoever arising under any statute or at common law in respect of personal injury to or death of any person whomsoever arising out of or in the course of or caused by any act or omission of that indemnifying Party in respect of its role in the activities of the Joint Committee Committees and/or under this Agreement and /or where acting as Lead Authority Authority. . 16.2 Whilst the Parties shall make all reasonable attempts to mitigate loss, each Party (“the indemnifying Party”) shall be liable for and shall indemnify the others against any reasonable expense, liability, loss, claim or proceeding in respect of any injury or damage whatsoever to any property real or personal in so far as such injury or damage arises out of or in the course of or is caused by any act or omission of that indemnifying Party in respect of its role in the activities of the Joint Committee Committees and/or under this Agreement and/or where acting as Lead Authority . 16.3 Whilst the Parties shall make all reasonable attempts to mitigate loss, each Party (“the indemnifying Party”) shall indemnify the others in respect of any reasonable loss caused to each of the other Parties as a direct result of that indemnifying Party’s negligence, wilful default or fraud or that of any of the indemnifying Party’s employees in respect of its role in the activities of the Joint Committee Committees and/or under this Agreement and/or where acting as Lead Authority. 16.4 Where a Party is appointed the Lead Authority under the terms of clause 12 of this Agreement, the other Parties shall each indemnify the Lead Authority on pro rata basis according to the proportions of their respective financial commitments as set out in Clause 10 of this Agreement with the intent that the Lead Authority shall itself be responsible for its own pro-rata share.

Liability of the Parties. 16.1 Whilst The Adviser shall have no liability to the Parties shall make all reasonable attempts to mitigate lossTrust, each Party (“the indemnifying Party”) shall be liable for and indemnify the others against its shareholders or any expense, liability, loss, claim or proceeding whatsoever arising under any statute or at common law in respect of personal injury to or death of any person whomsoever third party arising out of or in related to this Agreement, provided however, the course of or caused by Adviser agrees to indemnify and hold harmless, the Manager, any act or omission of that indemnifying Party in respect of its role in the activities affiliated person of the Joint Committee Adviser within the meaning of Section 2(a)(3) of the Investment Company Act (“Affiliated Person”), and each person, if any, who, within the meaning of Section 15 of the Securities Act, controls the Manager (“Controlling Person”), against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or such Affiliated Person or Controlling Person may become subject under the securities laws, any other federal or state law, at common law or otherwise, arising out of the Adviser’s responsibilities to the Trust or the Funds that may be based upon any willful misfeasance, bad faith, gross negligence, or reckless disregard of the Adviser’s obligations and/or duties under this Agreement and /or where acting as Lead Authority . 16.2 Whilst by the Parties shall make all reasonable attempts to mitigate loss, each Party (“the indemnifying Party”) shall be liable for and shall indemnify the others against any reasonable expense, liability, loss, claim Adviser or proceeding in respect of any injury or damage whatsoever to any property real or personal in so far as such injury or damage arises out of or in the course of or is caused by any act or omission of that indemnifying Party in respect of its role in the activities directors, officers, employees, agents, or any Affiliate Person acting on behalf of the Joint Committee and/or under Adviser. The indemnification in this Agreement and/or where acting as Lead Authority . 16.3 Whilst Section shall survive the Parties shall make all reasonable attempts to mitigate loss, each Party (“the indemnifying Party”) shall indemnify the others in respect of any reasonable loss caused to each of the other Parties as a direct result of that indemnifying Party’s negligence, wilful default or fraud or that of any of the indemnifying Party’s employees in respect of its role in the activities of the Joint Committee and/or under this Agreement and/or where acting as Lead Authority. 16.4 Where a Party is appointed the Lead Authority under the terms of clause 12 termination of this Agreement. The Manager agrees to indemnify and hold harmless, the Adviser, any Affiliated Person of the Adviser, and each Controlling Person of the Adviser, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other Parties shall each indemnify expenses), to which the Lead Authority on pro rata basis according Adviser or its Affiliated Persons or Controlling Person may become subject under the securities laws, any other federal or state law, at common law or otherwise, arising out of the Manager’s responsibilities to the proportions Trust or the Funds that may be based upon any willful misfeasance, bad faith, gross negligence, or reckless disregard by the Manager or by any of their respective financial commitments as set out its directors, officers, employees, agents, or any Affiliated Person acting on behalf of the Manager of the Manager’s obligations and/or duties under its agreements with the Trust or the Funds. The indemnification in Clause 10 this Section shall survive the termination of this Agreement with the intent that the Lead Authority shall itself be responsible for its own pro-rata share.Agreement

Liability of the Parties. 16.1 Whilst The Adviser shall have no liability to the Parties shall make all reasonable attempts to mitigate lossCompany, each Party (“the indemnifying Party”) shall be liable for and indemnify the others against its shareholders or any expense, liability, loss, claim or proceeding whatsoever arising under any statute or at common law in respect of personal injury to or death of any person whomsoever third party arising out of or in related to this Agreement, provided however, the course of or caused by Adviser agrees to indemnify and hold harmless, the Manager, any act or omission of that indemnifying Party in respect of its role in the activities affiliated person of the Joint Committee Manager within the meaning of Section 2(a)(3) of the Investment Company Act (“Affiliated Person”), and each person, if any, who, within the meaning of Section 15 of the Securities Act, controls the Manager (“Controlling Person”), against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or such Affiliated Person or Controlling Person may become subject under the securities or commodities laws, any other federal or state law, at common law or otherwise, arising out of the Adviser’s responsibilities to the Company that may be based upon any willful misfeasance, bad faith, gross negligence, or reckless disregard of, the Adviser’s obligations and/or duties under this Agreement and /or where acting as Lead Authority . 16.2 Whilst by the Parties shall make all reasonable attempts to mitigate loss, each Party (“the indemnifying Party”) shall be liable for and shall indemnify the others against any reasonable expense, liability, loss, claim Adviser or proceeding in respect of any injury or damage whatsoever to any property real or personal in so far as such injury or damage arises out of or in the course of or is caused by any act or omission of that indemnifying Party in respect of its role in the activities directors, officers, employees, agents, or any Affiliated Person acting on behalf of the Joint Committee and/or under Adviser. The indemnification in this Agreement and/or where acting as Lead Authority . 16.3 Whilst Section shall survive the Parties shall make all reasonable attempts to mitigate loss, each Party (“the indemnifying Party”) shall indemnify the others in respect of any reasonable loss caused to each of the other Parties as a direct result of that indemnifying Party’s negligence, wilful default or fraud or that of any of the indemnifying Party’s employees in respect of its role in the activities of the Joint Committee and/or under this Agreement and/or where acting as Lead Authority. 16.4 Where a Party is appointed the Lead Authority under the terms of clause 12 termination of this Agreement. The Manager agrees to indemnify and hold harmless, the Adviser, any Affiliated Person of the Adviser, and each Controlling Person of the Adviser, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other Parties shall each indemnify expenses), to which the Lead Authority on pro rata basis according Adviser or its Affiliated Persons or Controlling Person may become subject under the securities laws, any other federal or state law, at common law or otherwise, arising out of the Manager’s responsibilities to the proportions Company that may be based upon any willful misfeasance, bad faith, gross negligence, or reckless disregard by the Manager or by any of their respective financial commitments as set out its directors, officers, employees, agents, or any Affiliated Person acting on behalf of the Manager of the Manager’s obligations and/or duties under its agreements with the Company. The indemnification in Clause 10 this Section shall survive the termination of this Agreement with the intent that the Lead Authority shall itself be responsible for its own pro-rata shareAgreement.

Liability of the Parties. 16.1 Whilst 11.1 Except as otherwise expressly stated in this Agreement, the Parties liability of each party under this Agreement shall make be limited to Loss arising directly out of: 11.1.1 any breach by such party of the terms and conditions of this Agreement; and/or 11.1.2 such party's own negligence or wilful misconduct. 11.2 Except as otherwise expressly provided in this Agreement, all reasonable attempts warranties, representations and conditions whatsoever, including those as to mitigate losssatisfactory quality or fitness for a particular purpose, each Party (“whether oral or written, express or implied are hereby excluded to the indemnifying Party”) extent permitted by law. 11.3 Nothing in this Clause shall exclude or limit either party's liability to the other: 11.3.1 for death or personal injury caused by its negligence; and 11.3.2 the fraud and/or fraudulent misrepresentation of the person seeking to rely on the exclusion or limitation. 11.4 Neither party shall be liable for to the other under or in connection with this Agreement (and indemnify the others against any expensewhether in contract, liabilitytort, lossincluding negligence, claim or proceeding whatsoever arising under any statute or at common law in respect of personal injury otherwise) to or death of the extent that any person whomsoever arising out of claim against a party arises from or in connection with the course of or caused by any act or omission of that indemnifying Party the party bringing such claim. 11.5 Neither party shall be liable to the other for any incidental, indirect or consequential loss, damage, costs or expenses of any kind whatsoever and howsoever caused, whether arising under contract, tort (including negligence) or otherwise including (without limitation) loss of production, loss or corruption of data, loss of profits or of contracts, loss of operation time, loss of goodwill, anticipated savings or a party’s software. Syntax shall at all times use all reasonable care and skill in respect of its role providing the Services in accordance with the activities of best industry practices for similar services. 11.6 Other than the Joint Committee and/or Client’s liability to pay the Charges, each party’s aggregate liability (whether in contract, tort, including negligence or otherwise) under or in connection with this Agreement and /or where acting as Lead Authority . 16.2 Whilst the Parties SLA or other related document incorporated herein shall make all reasonable attempts not exceed the sum of £100,000. The limitations of liability set forth herein shall not apply to mitigate loss, each Party (“the indemnifying Party”) shall be liable for and shall indemnify the others against any reasonable expense, liability, loss, claim a party’s indemnity obligations or proceeding in respect of any injury or damage whatsoever to any property real or personal in so far as such injury or damage arises out of or in the course of or is caused by any act or omission of that indemnifying Party in respect of its role in the activities a party’s breach of the Joint Committee and/or under this Agreement and/or where acting as Lead Authority confidentiality obligations set forth herein. 16.3 Whilst the Parties shall make all reasonable attempts to mitigate loss, each Party (“the indemnifying Party”) shall indemnify the others in respect of any reasonable loss caused to each of the other Parties as a direct result of that indemnifying Party’s negligence, wilful default or fraud or that of any of the indemnifying Party’s employees in respect of its role in the activities of the Joint Committee and/or under this Agreement and/or where acting as Lead Authority. 16.4 Where a Party is appointed the Lead Authority under the terms of clause 12 of this Agreement, the other Parties shall each indemnify the Lead Authority on pro rata basis according to the proportions of their respective financial commitments as set out in Clause 10 of this Agreement with the intent that the Lead Authority shall itself be responsible for its own pro-rata share.

Liability of the Parties. 16.1 Whilst No Party shall incur any liability for any indirect, special or consequential loss or consequential damages of any kind. Pursuant to the Parties shall make all reasonable attempts to mitigate losslimits set out in this Article, each Party (“the indemnifying Party”) shall be liable to the other Parties for and any direct damage which they may incur as a result of [***] of this Agreement which causes a damage to the other Parties. Compensable damages include the costs linked to migration of Open Positions to a successor Central Counterparty incurred by the Euronext Market Undertakings (when they are the Non-Affected Parties) or by LCH (when they are the Non-Affected Parties) following an early termination event when the other Parties are the Affected Parties. In accordance with Article 23 of this Agreement, a Party shall not be liable to the other Parties for any loss due to a Force Majeure Event when the Affected Party has notified the other CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WIH THE COMMISSION WITH RESPECT TO PORTIONS HEREOF DENOTED WITH [***] Page 42 Parties of the occurrence of such event unless such damage could have been avoided or mitigated if the Affected Party had adequately [***] of this Agreement. [***] The Affected Party shall however indemnify the others against any expenseNon-Affected Parties for damages or indemnities that they would have to pay to third parties under the conditions set out in Article 23 of this Agreement. The total aggregate liability of the Euronext Market Undertakings to LCH.Clearnet SA for all losses, liability, loss, claim or proceeding whatsoever arising under any statute or at common law in respect of personal injury to or death damages and expenses of any person whomsoever kind arising out of or in any way connected to this Agreement [***]. LCH agrees to compensate the course Euronext Market Undertakings for any damages they would have to pay to the Clearing Members or to any third party following an action brought by the Clearing Members or by any third party, arising out of or caused by any act or omission of that indemnifying Party in respect of its role in linked to the activities performance of the Joint Committee and/or Services by LCH. Notwithstanding [***], it is understood between the Parties that no outsourcing agreement or a partnership is intended to be put in place between the Parties in this Agreement. The Parties acknowledge they have entered into this Agreement in reliance upon the limitations of liability and disclaimers of warranties and damages set out herein and that the same form an essential basis of the agreement between the Parties. The Parties agree that the limitations and exclusions of liability and disclaimers of warranties and conditions specified herein shall survive the termination of this Agreement. The Parties agree that if there is a conflict between a Party’s obligations under EMIR or any applicable laws and regulations and its obligations under this Agreement and /or where acting as Lead Authority . 16.2 Whilst the Parties shall make all reasonable attempts to mitigate lossAgreement, each no Party (“the indemnifying Party”) shall be liable for and shall indemnify the others against any reasonable expense, liability, loss, claim or proceeding in respect breach of any injury or damage whatsoever to any property real or personal in so far as such injury or damage arises out of or in the course of or is caused by any act or omission of that indemnifying Party in respect of its role in the activities of the Joint Committee and/or under this Agreement and/or where acting as Lead Authority . 16.3 Whilst the Parties shall make all reasonable attempts to mitigate loss, each Party (“the indemnifying Party”) shall indemnify the others in respect of any reasonable loss caused to each of the other Parties as a direct result of that indemnifying Party’s negligence, wilful default or fraud or that of any of the indemnifying Party’s employees in respect of its role in the activities of the Joint Committee and/or under this Agreement and/or where acting as Lead Authority. 16.4 Where a Party is appointed the Lead Authority under the terms of clause 12 of this Agreement, the other Parties shall each indemnify the Lead Authority on pro rata basis according to the proportions of their respective financial commitments as set out in Clause 10 provision of this Agreement with the intent that the Lead Authority shall itself be responsible for its own pro-rata sharewould require that Party to act, or to refrain from acting, in a way that is in breach of EMIR or of any applicable laws and Regulations.

Liability of the Parties. 16.1 Whilst the Parties shall make all reasonable attempts to mitigate loss, each Party (“the indemnifying Party”) shall be liable for and indemnify the others against any expense, liability, loss, claim or proceeding whatsoever arising under any statute or at common law in respect of personal injury to or death of any person whomsoever arising out of or in the course of or caused by any act or omission of that indemnifying Party in respect of its role in the activities of the Joint Committee and/or under this Agreement and /or where acting as Lead 18.1 The Host Authority . 16.2 Whilst the Parties shall make all reasonable attempts to mitigate loss, each Party (“the indemnifying Party”) shall be liable for and shall indemnify the others against any reasonable expense, liability, loss, claim or proceeding in respect of any injury or damage whatsoever to any property real or personal in so far as such injury or damage arises out of or in the course of or is caused by any act or omission of that indemnifying Party in respect of its role in the activities of the Joint Committee and/or under this Agreement and/or where acting as Lead Authority . 16.3 Whilst the Parties shall make all reasonable attempts to mitigate loss, each Party (“the indemnifying Party”) shall indemnify the others in respect of any reasonable loss caused to and keep indemnified each of the other Parties as a direct result of to this Agreement against any reasonable losses, claims, expenses, actions, demands, costs and liability suffered by that indemnifying Party’s negligence, Party to the extent arising directly from any wilful default or fraud wilful breach by the Host Authority of its obligations under this Agreement (and wilful in this context shall, for the avoidance of doubt, not include matters which are outside the reasonable control of the Host Authority or matters arising from any negligent act or omission in relation to such obligations). 18.2 No claim shall be made against the Host Authority to recover any loss or damage which may be incurred by reason of or arising out of the carrying out by the Host Authority of its obligations under this Agreement unless and to the extent such loss or damage arises from a wilful default or wilful breach by the Host Authority under Clause 18 (Liability of Parties). 18.3 Each of the other Parties (acting severally) shall indemnify and keep indemnified the Host Authority against any reasonable losses, claims, expenses, actions, demands, costs and liabilities which the Host Authority may incur by reason of or arising directly out of the carrying out by the Host Authority of its obligations under this Agreement for that Party or arising directly from any wilful default or wilful breach by a Party of its obligations under this Agreement (and wilful in this context shall, for the avoidance of doubt, not include matters which are outside the reasonable control of that Party or matters arising from any negligent act or omission in relation to such obligations) unless and to the extent that the same result from any wilful breach by the Host Authority of any such obligations. 18.4 The Parties agree and acknowledge that the amount to be paid to the Host Authority by any of the indemnifying Party’s employees in respect other Parties under Clause 18 (Liability of Parties) shall be borne by each of the Parties to the extent of its role responsibility, however in the activities event that the responsibility is a shared one between the Parties (so that it is not reasonably practicable to ascertain the exact responsibility between the Parties) then the amount to be paid shall be divided between the Parties on a Proportionate Basis. 18.5 In the event of the Joint Committee and/or a claim under this Agreement and/or where acting Clause 18 (Liability of Parties) in which it is not reasonably practicable to determine the extent of responsibility as Lead between the Parties (including the Host Authority. 16.4 Where ), then the amount shall be divided amongst the Councils (including the Host Authority) on a Party is appointed Proportionate Basis. For the Lead avoidance of doubt, any claim arising otherwise than through the wilful default or wilful breach by the Host Authority under the terms of clause 12 of this Agreement, or the other Parties shall each be divided amongst the Parties (including the Host Authority) on a Proportionate Basis. 18.6 A Party who receives a claim for losses, expenses, actions, demands, costs and liabilities shall notify and provide details of such claim as soon as is reasonably practicable to the other Parties . 18.7 No Party shall be indemnified in accordance with this Clause 18 (Liability of Parties) unless it has given notice in accordance with Clause 18.6 (Liability of Parties) to the other Party against whom it will be enforcing its right to an indemnity under this Agreement. 18.8 Each Party ("Indemnifier") shall not be responsible or be obliged to indemnify the Lead Authority on pro rata basis according other Parties (including the Host Authority) ("Beneficiary") to the proportions of their respective financial commitments as set out in Clause 10 of this Agreement with extent that any insurances maintained by the intent Beneficiary at the relevant time provide an indemnity against the loss giving rise to such claim and to the extent that the Lead Authority Beneficiary recovers under such policy of insurance (save that the Indemnifier shall itself be responsible for its own pro-rata sharethe deductible under any such policy of insurance and any amount over the maximum amount insured under such policy of insurance).

Liability of the Parties. 16.1 Whilst the Parties shall make all reasonable attempts to mitigate loss, each Party (“the indemnifying Party”) shall be liable for and indemnify the others against any expense, liability, loss, claim or proceeding whatsoever arising under any statute or at common law in respect of personal injury to or death of any person whomsoever arising out of or in the course of or caused by any act or omission of that indemnifying Party in respect of its role in the activities of the Joint Committee and/or under this Agreement and /or where acting as Lead Authority . 16.2 Whilst the Parties shall make all reasonable attempts to mitigate loss, each Party (“the indemnifying Party”) shall be liable for and shall indemnify the others against any reasonable expense, liability, loss, claim or proceeding in respect of any injury or damage whatsoever to any property real or personal in so far as such injury or damage arises out of or in the course of or is caused by any act or omission of that indemnifying Party in respect of its role in the activities of the Joint Committee and/or under this Agreement and/or where acting as Lead Authority .. 7 Transport for South Hampshire Revised Agreement 2012_(HF000003531037).doc Created on 28/08/2012 14:27:00 16.3 Whilst the Parties shall make all reasonable attempts to mitigate loss, each Party (“the indemnifying Party”) shall indemnify the others in respect of any reasonable loss caused to each of the other Parties as a direct result of that indemnifying Party’s negligence, wilful default or fraud or that of any of the indemnifying Party’s employees in respect of its role in the activities of the Joint Committee and/or under this Agreement and/or where acting as Lead Authority. 16.4 Where a Party is appointed the Lead Authority under the terms of clause 12 of this Agreement, the other Parties shall each indemnify the Lead Authority on pro rata basis according to the proportions of their respective financial commitments as set out in Clause 10 of this Agreement with the intent that the Lead Authority shall itself be responsible for its own pro-rata share.

Liability of the Parties. 16.1 Whilst 12.1 Subject to 12.4 and 12.5, whilst the Parties shall make all reasonable attempts to mitigate loss, each Party (“the indemnifying Party”) shall be liable for and indemnify the others against any expense, liability, loss, claim or proceeding whatsoever arising under any statute or at common law in respect of personal injury to or death of any person whomsoever arising out of or in the course of or caused by any act or omission of that indemnifying Party in respect of its role in the activities of the Joint Committee Strategic Board and/or under this Agreement and /or where acting as Lead Authority Agreement. 16.2 Whilst 12.2 Subject to 12.4 and 12.5, whilst the Parties shall make all reasonable attempts to mitigate loss, each Party (“the indemnifying Party”) shall be liable for and shall indemnify the others against any reasonable expense, liability, loss, claim or proceeding in respect of any injury or damage whatsoever to any property real or personal in so far as such injury or damage arises out of or in the course of or is caused by any act or omission of that indemnifying Party in respect of its role in the activities of the Joint Committee Strategic Board and/or under this Agreement and/or where acting as Lead Authority . 16.3 Whilst 12.3 Subject to 12.4 and 12.5, whilst the Parties shall make all reasonable attempts to mitigate loss, each Party (“the indemnifying Party”) shall indemnify the others in respect of any reasonable loss caused to each of the other Parties as a direct result of that indemnifying Party’s negligence, wilful default or fraud or that of any of the indemnifying Party’s employees in respect of its role in the activities of the Joint Committee Strategic Board and/or under this Agreement and/or where acting as Lead AuthorityAgreement. 16.4 Where a Party is appointed 12.4 Save as provided for by the Lead Authority under the terms of clause 12 of this Agreementlaw, unless expressly stated above no party shall have any liability to the other Parties shall each indemnify the Lead Authority on pro rata basis according to the proportions of their respective financial commitments as set out in Clause 10 for any losses arising from any breach of this Agreement with or arising from its role in under this Agreement including the intent that activities of the Lead Authority Strategic Board. 12.5 Save as otherwise provided by this Agreement or by the law including any statutory obligations on the Parties, no party shall itself have any liability to any other party arising from any breach of this Agreement for any direct and /or indirect and/or consequential losses including (but not limited to) any loss of profits, loss of contract, loss of goodwill, loss of anticipated savings or the use of money and any special, exemplary and/or punitive damages. 12.6 The provisions of this clause are intended to be responsible for its own pro-rata sharelegally binding on the Parties.