Common use of General Liabilities Clause in Contracts

General Liabilities. 31.1 Each Party shall indemnify on demand and hold harmless each other Party against all claims arising out of or in connection with the provision of a Regional Function or any failure to provide the Regional Function, in accordance with the following provisions: 31.1.1 Subject to the provisions of clause 30.4 the Losses arising as a consequence of a Claim (including the costs and expenses incurred by the Claims Lead Party) shall be met by the Parties in the Agreed Costs Proportions. 31.1.2 clauses 30.1 and 30.2 shall not apply to any Claims or Losses to which clause 31 applies. 31.1.3 to the extent that a Party is entitled to recover any Losses under a policy of insurance then the applicable Party shall be required to pursue a claim under such policy ("Insurance Claim") and the indemnities in this Section and in Section 30 shall only apply to such element of the Losses (if any) that are not recovered under the Insurance Claim(s) made by the Parties. 31.1.4 should a Claim be notified to a Party it shall promptly provide written notification to the other Parties specifying the nature of the Claim in reasonable detail. 31.1.5 the Claims Lead Party shall exercise care and conduct in respect of the legal response to all Claims including any settlement negotiations in respect of the same ("Claims Defence") and the other Parties shall provide such assistance to the Claims Lead Party as it shall reasonably require in respect of each such Claim. 31.1.6 the Claims Lead Party shall be entitled to appoint lawyers to act on behalf of the Parties in respect of the Claim, including external lawyers should the Claims Lead Party consider this to be appropriate. 31.1.7 save for the Claims Lead Party the Parties shall not make any admission of liability, agreement or compromise in relation to any Claim or take any other action (including making any statements which may be prejudicial to the defence or settlement of any Claim) without the prior written consent of the Claims Lead Party. 31.2 The Claims Lead Party shall: 31.2.1 conduct each Claims Defence diligently and in good faith; 31.2.2 update the Parties in respect of each Claims Defence at such intervals as it shall reasonably determine; 31.2.3 at the request of a Party provide to that Party such information in respect of a Claim as the requesting Party shall reasonably require; 31.2.4 where reasonably practicable and if requested by a Party allow that Party to make representations in respect of a Claims Defence and the Claims Lead Party shall consider such representations in good faith; and 31.2.5 not settle or compromise a Claim without the consent of all Parties (such consent not to be unreasonably withheld, delayed or conditioned) other than where it obtains a legal opinion to the effect that the failure to settle or compromise on the terms proposed is likely to increase the Losses to be indemnified pursuant to this clause. 31.3 notwithstanding the previous provisions of this clause, no Party excludes or limits its liability for: 31.3.1 death or personal injury caused by its negligence, or that of a person for whom it is vicariously liable; 31.3.2 fraud or fraudulent misrepresentation; 31.3.3 or any other liability that cannot be lawfully excluded or restricted. 31.4 The provisions of this clause and clause 31 shall continue in force notwithstanding the termination or expiry of this Agreement.

General Liabilities. 31.1 20.1 Each Party shall indemnify on demand and hold harmless each other Party against all actions, proceedings, claims or demands made by any person or body other than a Party (each a “Claim”) against the relevant other Party arising out of or in connection with the provision of a Regional Function or any failure to provide the Regional Function, Services performed by JCSD in accordance with the following provisions:. 31.1.1 20.2 Subject to the provisions of clause 30.4 the Losses Sections 20.3 and 20.4, any damages, liabilities, compensation awards, costs (including legal costs), charges, losses and expenses (“Losses”) arising as a consequence of a Claim (including the costs and expenses incurred by SYFRA as the Claims Lead PartyParty nominated by the Parties to lead, be responsible for and have care and conduct of a Claim) shall be met by the Parties in such proportions as are determined by PFCB and if there is any dispute the Agreed Costs Proportionsmatter shall be dealt with via the dispute resolution procedure set out in section 23 of this Functional Collaboration Agreement. Each Party shall indemnify and hold harmless each other Party to give effect to this Section. 31.1.2 clauses 30.1 20.3 Save for Sections 20.4, 20.5, 20.10 and 30.2 the respective definitions set out in Sections 20.1 and 20.2 respectively, this Section 20 shall not apply to any Claims or Losses to which clause 31 Section 21 applies. 31.1.3 to 20.4 To the extent that a Party is entitled to recover any Losses under a policy of insurance then the applicable Party shall be required to pursue a claim under such policy ("Insurance Claim") and the indemnities in this Section and in Section 30 21 shall only apply to such element of the Losses (if any) that are not recovered under the Insurance Claim(s) made by the Parties. 31.1.4 should 20.5 Should a Claim be notified to a Party it shall promptly provide written notification to the other Parties specifying the nature of the Claim in reasonable detail. 31.1.5 the Claims Lead Party 20.6 SYFRA on behalf of JCSD shall exercise care and have conduct in respect of the legal response to all Claims including any settlement negotiations in respect of the same ("Claims Defence") and the other Parties shall provide such assistance to the Claims Lead Party SYFRA as it shall reasonably require in respect of each such Claim. 31.1.6 the Claims Lead Party 20.7 SYFRA on behalf of JCSD shall be entitled to appoint lawyers to act on behalf of the Parties in respect of the Claim, including external lawyers should the Claims Lead Party SYFRA consider this to be appropriate. 31.1.7 save 20.8 Save for the Claims Lead Party SYFRA the Parties shall not make any admission of liability, agreement or compromise in relation to any Claim notified in accordance with section 20.5 or take any other action (including making any statements which may be prejudicial to the defence or settlement of any Claim) without the prior written consent of the Claims Lead Partyother Parties. 31.2 The Claims Lead Party 20.9 SYFRA on behalf of JCSD shall: 31.2.1 conduct 20.9.1 Conduct each Claims Defence diligently and in good faith; 31.2.2 update 20.9.2 Update the Parties in respect of each Claims Defence at such intervals as it shall reasonably determine; 31.2.3 at 20.9.3 At the request of a Party provide to that Party such information in respect of a Claim as the requesting Party shall reasonably require; 31.2.4 where 20.9.4 Where reasonably practicable and if requested by a Party allow that Party to make representations in respect of a Claims Defence and the Claims Lead Party SYFRA shall consider such representations in good faith; and 31.2.5 not 20.9.5 Not settle or compromise a Claim without the consent of all Parties (such consent not to be unreasonably withheld, delayed or conditioned) other than and for the avoidance of doubt this includes where it obtains obtains, from a solicitor approved by the relevant insurers, a legal opinion to the effect that the failure to settle or compromise on the terms proposed is likely to increase the Losses losses to be indemnified pursuant to this clausesection in which event such consideration of content will be expedited. 31.3 notwithstanding the previous provisions of 20.10 Notwithstanding any other provision in this clauseFunctional Collaboration Agreement, no Party excludes or limits its liability for: 31.3.1 death 20.10.1 Death or personal injury caused by its negligence, or that of a person for whom it is vicariously liable; 31.3.2 fraud 20.10.2 Fraud or fraudulent misrepresentation; 31.3.3 or 20.10.3 Or any other liability that cannot be lawfully excluded or restricted. 31.4 20.11 The provisions of this clause Section and clause 31 Section 21 shall continue in force notwithstanding the termination or expiry of this Functional Collaboration Agreement.