Common use of Indemnification for Third Party Claims Clause in Contracts

Indemnification for Third Party Claims. 12.2.1 Each Beneficiary (“Indemnitor”) shall indemnify each other Beneficiary (“Indemnitee”) from and against loss, damage, liability, cost, expense, or injury (including reasonable attorneys’ fees and expenses) (individually a “Loss” and collectively, “Losses”) incurred by such Indemnitee, its employees, or Affiliate Entities, resulting from any claim, complaint, proceeding or cause of action brought by a Third Party, including IHI JU (“Third Party Claims”) arising from (i) the material breach of any representation, warranty or covenant made by the Indemnitor hereunder, (ii) gross negligence or wilful misconduct on the part of the Indemnitor in performing its obligations under this Consortium Agreement, or, subject to Clause 12.1 of this Consortium Agreement, (iii) infringement of Third Party Intellectual Property rights by such Indemnitor, its employees, Sub- Contractors, Associated Partners, Affiliated Entities or its agents; provided in each case that: − except in the case of wilful misconduct [OPTIONAL:, gross negligence and breach of confidentiality obligations], the foregoing obligation to indemnify shall not extend to claims for indirect, special or consequential loss or damage, including but not limited to loss of profit, revenue or contracts; and − [OPTIONAL: the total limit of liability of any Indemnitor to any Indemnitee in respect of any one claim or series of connected claims, shall not exceed the higher of (i) [1,000,000] euros; and (ii) twice the financial value (of the Grant or of the in-kind contribution, as the case may be,) corresponding to that Indemnitor’s Action Share; and] − an Indemnitor shall not be obligated to indemnify an Indemnitee for any Losses to the extent such Losses arise as a result of (i) the material breach of any representation, warranty or covenant made by the Indemnitee under this Consortium Agreement or (ii) any gross negligence or wilful misconduct on the part of any Indemnitee.

Indemnification for Third Party Claims. 12.2.1 Each Beneficiary (“Indemnitor”) shall indemnify each other Beneficiary (“Indemnitee”) from and against loss, damage, liability, cost, expense, or injury (including reasonable attorneys’ fees and expenses) (individually a “Loss” and collectively, “Losses”) incurred by such Indemnitee, its employees, or Affiliate Entities, resulting from any claim, complaint, proceeding or cause of action brought by a Third Party, including IHI JU (“Third Party Claims”) arising from (i) the material breach of any representation, warranty or covenant made by the Indemnitor hereunder, (ii) gross negligence or wilful misconduct on the part of the Indemnitor in performing its obligations under this Consortium Agreement, or, subject to Clause 12.1 of this Consortium Agreement, (iii) infringement of Third Party Intellectual Property rights by such Indemnitor, its employees, Sub- Contractors, Associated PartnersPartners (excluding Case A Associated Partners that sign this Consortium Agreement), Affiliated Entities or its agents; provided in each case that: − except in the case of wilful misconduct [OPTIONAL:, gross negligence and breach of confidentiality obligations], the foregoing obligation to indemnify shall not extend to claims for indirect, special or consequential loss or damage, including but not limited to loss of profit, revenue or contracts; and − [OPTIONAL: the total limit of liability of any Indemnitor to any Indemnitee in respect of any one claim or series of connected claims, shall not exceed the higher of (i) [1,000,000] euros; and (ii) twice the financial value (of the Grant or of the in-kind contribution, as the case may be,) corresponding to that Indemnitor’s Action Share; and] − an Indemnitor shall not be obligated to indemnify an Indemnitee for any Losses to the extent such Losses arise as a result of (i) the material breach of any representation, warranty or covenant made by the Indemnitee under this Consortium Agreement or (ii) any gross negligence or wilful misconduct on the part of any Indemnitee.

Indemnification for Third Party Claims. 12.2.1 Each Beneficiary (“Indemnitor”) Developer shall defend, indemnify each and hold harmless PacifiCorp and the other Beneficiary (“Indemnitee”) PacifiCorp Indemnified Parties from and against lossall third party Claims and Liabilities for injury, damageincluding death, liabilityand property damage caused by, cost, expensearising out of, or injury (including reasonable attorneys’ fees and expenses) (individually a “Loss” and collectively, “Losses”) incurred in connection with the performance by any Project Party of the Project Documents to the extent any of such Indemnitee, its employees, Claims or Affiliate Entities, resulting from any claim, complaint, proceeding or cause of action brought Liabilities were caused by a Third Party, including IHI JU (“Third Party Claims”) arising from (i) the material breach of any representation, warranty or covenant made obligation under this Agreement or any Project Document by or the Indemnitor hereundernegligence, (ii) gross negligence or wilful willful misconduct on of any Developer Parties. PacifiCorp shall defend, indemnify and hold harmless Developer and its directors, officers, employees and agents, from and against all third party Claims and Liabilities for injury, including death, and property damage caused by, arising out of, or in connection with the part performance by PacifiCorp of the Indemnitor in performing its obligations under this Consortium Agreement, or, subject Project Documents to Clause 12.1 of this Consortium Agreement, (iii) infringement of Third which it is a Party Intellectual Property rights by such Indemnitor, its employees, Sub- Contractors, Associated Partners, Affiliated Entities or its agents; provided in each case that: − except in the case of wilful misconduct [OPTIONAL:, gross negligence and breach of confidentiality obligations], the foregoing obligation to indemnify shall not extend to claims for indirect, special or consequential loss or damage, including but not limited to loss of profit, revenue or contracts; and − [OPTIONAL: the total limit of liability of any Indemnitor to any Indemnitee in respect of any one claim or series of connected claims, shall not exceed the higher of (i) [1,000,000] euros; and (ii) twice the financial value (of the Grant or of the in-kind contribution, as the case may be,) corresponding to that Indemnitor’s Action Share; and] − an Indemnitor shall not be obligated to indemnify an Indemnitee for any Losses to the extent any of such Losses arise as a result of (i) Claims or Liabilities were caused by the material breach of any representation, warranty or covenant made by the Indemnitee obligation under this Consortium Agreement or (ii) any other Project Document to which it is a party by or the negligence, gross negligence or wilful willful misconduct of PacifiCorp, its employees or agents. Either Party seeking indemnification under this Agreement (the “Indemnified Party”) shall give notice to the Party required to provide indemnification hereunder (the “Indemnifying Party”) promptly after the Indemnified Party has actual knowledge of any Claim as to which indemnity may be sought hereunder, and the Indemnified Party shall permit the Indemnifying Party (at the expense of the Indemnifying Party) to assume the defense of any Claim resulting therefrom; provided that: counsel for the Indemnifying Party who shall conduct the defense of such Claim shall be reasonably satisfactory to the Indemnified Party; the Indemnified Party may participate in such defense at its own expense, except the Indemnifying Party shall reimburse the Indemnified Party for its participation in such defense to the extent that the Indemnifying Party requests the Indemnified Party to participate in its own defense; and the omission by the Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligations hereunder except to the extent that such omission results in a failure of actual notice to the Indemnifying Party and the Indemnifying Party is damaged as a result of such failure to give notice. Notwithstanding the foregoing, the Indemnifying Party may not settle any Claim related to the indemnity being provided hereunder without the consent of the Indemnified Party, such consent not to be unreasonably withheld or delayed. With regard to any Claim or Liability which is the result of the joint or concurrent fault or negligence of Developer and PacifiCorp, the Parties agree to jointly defend any Claim with respect thereto that is based on such joint or concurrent fault or negligence of PacifiCorp and Developer. Any Claim of contribution or indemnification between PacifiCorp and Developer relating to such Claims shall be resolved on the part basis of the percentage of fault or negligence and the Parties agree to reserve the determination of such percentage until after resolution of such Claim. Such pro rata share shall be based upon a final judicial determination of the Parties’ comparative fault or negligence or, in the absence of such determination, by mutual agreement of the Parties. Nothing in this Section 26.1 is intended to allow any Indemnified Party to be indemnified from and against any third party Claims and Liabilities caused by, arising out of, or in connection with the performance of this Agreement or any other Project Document to the extent any of such Claims or Liabilities were caused by, arose out of, or were in any way incidental to or in connection with its own breach of any Indemniteerepresentation, warranty or obligation under this Agreement or any other Project Document to which it is a party or its negligence, gross negligence or willful misconduct. Title Indemnity and Liens. Developer shall promptly pay or cause to be paid when due all obligations for labor and material in connection with the Work. Developer shall discharge at once, or bond with a bonding company or surety acceptable to PacifiCorp or otherwise secure against all Liens and attachments which are filed in connection with the Work.

Indemnification for Third Party Claims. 12.2.1 Each Beneficiary Subject to the limits in Section 11.10 (“IndemnitorLimitations of Liability; Remedies and Damages”), each Party (the “Indemnifying Party”) shall indemnify each indemnify, defend, and hold harmless the other Beneficiary Party (the “IndemniteeIndemnified Party”) and its Affiliates and each of their trustees, shareholders, owners, managers, directors, officers, partners, members, agents and employees, from and against any and all claims, liability, costs or expenses for loss, damage, liabilityor injury, costincluding damage and liability for bodily injury to or death of third Persons or damage to property of third Persons, expense, or injury brought by any third Person (including reasonable attorneys’ fees and expenses) (individually a “Loss” and collectively, “LossesLoss”) incurred by such Indemnitee), its employeesto the extent arising out of, in connection with, or Affiliate Entitiesresulting from, resulting from any claim, complaint, proceeding or cause the Indemnifying Party's breach of action brought by a Third Partythis Agreement, including IHI JU (“Third Party Claims”) arising from (i) the material breach of any representation, warranty or covenant made by the Indemnitor hereunder, (ii) gross negligence or wilful misconduct on the part of the Indemnitor representations or warranties made in performing this Agreement, or the Indemnifying Party's negligent action, which it takes or fails to take related to this Agreement, which is inconsistent with its obligations under this Consortium Agreement; provided, orhowever, subject to Clause 12.1 of this Consortium Agreement, (iii) infringement of Third that neither Party Intellectual Property rights by such Indemnitor, its employees, Sub- Contractors, Associated Partners, Affiliated Entities or its agents; provided in each case that: − except in the case of wilful misconduct [OPTIONAL:, gross negligence and breach of confidentiality obligations], the foregoing obligation to indemnify shall not extend to claims for indirect, special or consequential loss or damage, including but not limited to loss of profit, revenue or contracts; and − [OPTIONAL: the total limit of liability of have any Indemnitor to any Indemnitee indemnification obligations hereunder in respect of any one Loss to the extent caused by the other Party's negligence or willful misconduct. Each Party hereto shall furnish the other Party with notice promptly (but in no event later than ten (10) Days prior to the time any response is required by law) of any event or circumstances, or the threat thereof, which might give rise to such indemnification. Such notice shall be given as soon as reasonably practicable after the Party obligated to give such notice becomes aware of such claim or series proceeding and shall include a complete copy of connected claimsall notices, pleadings and other papers related thereto. Failure to give such notice shall not exceed the higher of (i) [1,000,000] euros; and (ii) twice the financial value (of the Grant excuse an indemnification obligation. Fuel Manager shall not, however, be required to reimburse, defend, or of the in-kind contribution, as the case may be,) corresponding to that Indemnitor’s Action Share; and] − an Indemnitor shall not be obligated to indemnify an Indemnitee any LIPA Indemnified Party for any Losses Loss to the extent such Losses arise as a result of Loss is due to (ia) the material breach Fuel Manager being directed by LIPA to take or refrain from taking any action which is contrary to Fuel Manager’s advice; (b) any act or omission of any representation, warranty LIPA Indemnified Party determined to be responsible for or covenant made contributing to the Loss; or (c) any customer claim brought by the Indemnitee a retail or wholesale electric customer of LIPA that is not directly related to a breach by Fuel Manager of its obligations under this Consortium Agreement Agreement; or (iid) any gross negligence or wilful misconduct on the part Buyer’s failure to make payments to third Persons pursuant to Section 3.6 of any Indemniteethis Agreement.

Indemnification for Third Party Claims. 12.2.1 Each Beneficiary (“Indemnitor”other than Tax Claims). In order for a party (the "indemnified party") to be entitled to any indemnification provided for under this Agreement (other than indemnification for a Tax Claim under Section 9.01 which shall indemnify each other Beneficiary be governed by Section 9.09) in respect of, arising out of or involving a claim or demand made by any Person against the indemnified party (“Indemnitee”a "Third Party Claim"), such indemnified party must notify the indemnifying party in writing, and in reasonable detail, of the Third Party Claim within five (5) from and against loss, damage, liability, cost, expense, or injury (including reasonable attorneys’ fees and expenses) (individually a “Loss” and collectively, “Losses”) incurred business days after receipt by such Indemnitee, its employees, or Affiliate Entities, resulting from any claim, complaint, proceeding or cause indemnified party of action brought by a Third Party, including IHI JU (“written notice of the Third Party Claims”) arising from (i) the material breach of any representationClaim; provided, warranty or covenant made by the Indemnitor hereunderhowever, (ii) gross negligence or wilful misconduct on the part of the Indemnitor in performing its obligations under this Consortium Agreement, or, subject that failure to Clause 12.1 of this Consortium Agreement, (iii) infringement of Third Party Intellectual Property rights by give such Indemnitor, its employees, Sub- Contractors, Associated Partners, Affiliated Entities or its agents; provided in each case that: − except in the case of wilful misconduct [OPTIONAL:, gross negligence and breach of confidentiality obligations], the foregoing obligation to indemnify notification shall not extend to claims for indirect, special or consequential loss or damage, including but not limited to loss of profit, revenue or contracts; and − [OPTIONAL: affect the total limit of liability of any Indemnitor to any Indemnitee in respect of any one claim or series of connected claims, shall not exceed the higher of (i) [1,000,000] euros; and (ii) twice the financial value (of the Grant or of the in-kind contribution, as the case may be,) corresponding to that Indemnitor’s Action Share; and] − an Indemnitor shall not be obligated to indemnify an Indemnitee for any Losses indemnification provided hereunder except to the extent such Losses arise the indemnifying party shall have been actually prejudiced as a result of such failure. Thereafter, the indemnified party shall deliver to the indemnifying party, promptly after the indemnified party's receipt thereof, copies of all notices and documents (iincluding court papers) received by the indemnified party relating to the Third Party Claim. If a Third Party Claim is made against an indemnified party, the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses and acknowledges its obligation to indemnify the indemnified party therefor, to assume the defense thereof with counsel selected by the indemnifying party; provided that such counsel is not reasonably objected to by the indemnified party. Should the indemnifying party so elect to assume the defense of a Third Party Claim, the indemnifying party shall not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has failed to assume the defense thereof. If the indemnifying party so elects to assume the defense of any Third Party Claim, all of the indemnified parties shall cooperate with the indemnifying party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the indemnifying party's request) the material breach provision to the indemnifying party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any representationmaterial provided hereunder. Whether or not the indemnifying party shall have assumed the defense of a Third Party Claim, warranty the indemnified party shall not admit any liability with respect to, or covenant made by settle, compromise or discharge, such Third Party Claim without the Indemnitee under this Consortium Agreement or indemnifying party's prior written consent (ii) any gross negligence or wilful misconduct on the part of any Indemniteewhich consent shall not be unreasonably withheld).

Indemnification for Third Party Claims. 12.2.1 Each Beneficiary (“Indemnitor”) shall indemnify each other Beneficiary (“Indemnitee”) from and against loss, damage, liability, cost, expense, or injury (including reasonable attorneys’ fees and expenses) (individually a “Loss” and collectively, “Losses”) incurred Promptly after the receipt by such Indemnitee, its employees, or Affiliate Entities, resulting from any party hereto of notice of any claim, complaintaction, suit or proceeding or cause of action brought by any Person who is not a Third Partyparty to this Agreement (collectively, including IHI JU (“Third Party Claims”an "Action") arising from (i) the material breach of any representation, warranty or covenant made by the Indemnitor which is subject to indemnification hereunder, such party (iithe "Indemnified Party") gross negligence or wilful misconduct on shall give prompt written notice of such Action to the part of party from whom indemnification is claimed (the Indemnitor in performing its obligations under this Consortium Agreement"Indemnifying Party"); provided, orhowever, subject that failure to Clause 12.1 of this Consortium Agreement, (iii) infringement of Third Party Intellectual Property rights by give such Indemnitor, its employees, Sub- Contractors, Associated Partners, Affiliated Entities or its agents; provided in each case that: − except in the case of wilful misconduct [OPTIONAL:, gross negligence and breach of confidentiality obligations], the foregoing obligation to indemnify notice shall not extend to claims for indirect, special or consequential loss or damage, including but not limited to loss of profit, revenue or contracts; and − [OPTIONAL: affect the total limit of liability of any Indemnitor to any Indemnitee in respect of any one claim or series of connected claims, shall not exceed the higher of (i) [1,000,000] euros; and (ii) twice the financial value (of the Grant or of the in-kind contribution, as the case may be,) corresponding to that Indemnitor’s Action Share; and] − an Indemnitor shall not be obligated to indemnify an Indemnitee for any Losses indemnification provided hereunder except to the extent such Losses arise the Indemnifying Party shall have been actually prejudiced as a result of such failure. At the sole expense and liability of the Indemnifying Party and within a reasonable time after the giving of notice of the Action by the Indemnified Party as provided above, the Indemnifying Party will: (ia) notify the Indemnified Party in writing of the Indemnifying Party's intention to assume the defense of the Action, and (b) retain legal counsel reasonably satisfactory to the Indemnified Party to conduct the defense of the Action. The Indemnified Party and the Indemnifying Party will cooperate in defending, compromising or settling any Action in any manner that such party reasonably may request, and the Indemnifying Party shall reimburse each Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection therewith; provided, however, that neither an Indemnified Party nor an Indemnifying Party shall be required pursuant to this Section 7.3 to disclose any privileged information or any attorney work product. If the Indemnifying Party so assumes the defense of any Action, the Indemnified Party will have the right to employ separate counsel and to participate in (but not control) the material breach defense, compromise, or settlement thereof, but the fees and expenses of such counsel will be the sole expense of the Indemnified Party. If the Indemnified Party determines in good faith that joint representation is inappropriate based on an actual or likely conflict of interest, the fees and expenses of any representation, warranty or covenant made separate counsel employed by the Indemnitee under Indemnified Party will be the expense of the Indemnifying Party. No Indemnified Party will settle or compromise any Action for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, unless the Indemnifying Party has failed, after reasonable notice thereof, to undertake control of the Action in the manner provided above in this Consortium Agreement Section 7.3. No Indemnifying Party will settle or (ii) compromise any gross negligence Action in which any relief other than the payment of money damages is sought against any Indemnified Party, unless the Indemnified Party consents in writing to the compromise or wilful misconduct on the part of any Indemniteesettlement, which consent shall not be unreasonably withheld or delayed.

Indemnification for Third Party Claims. 12.2.1 6.3 Each Beneficiary Party (“Indemnitor”) shall indemnify each other Beneficiary Party and their Affiliated Entities (“IndemniteeIndemnitees”) from and against any and all loss, damage, liability, cost, expense, or injury (including reasonable attorneys’ fees and expenses) (individually a “Loss” and collectively, “”Losses”) incurred by such Indemnitee, its employees, or Affiliate Entities, an Indemnitee resulting from any claim, complaint, investigation, demand, proceeding or cause of action brought by a Third Party, including IHI JU Party (“Third Party Claims”) alleging or arising from (ix) the material breach of any representation, warranty or covenant made by the Indemnitor hereunder, hereunder (iiy) gross negligence xxxxx negligent or wilful misconduct on the part of the Indemnitor in performing its obligations under this Consortium Agreement, or, subject to Clause 12.1 or (z) the development or commercialisation by Indemnitor or any other Party of this Consortium Agreement, (iii) infringement of Third Party Intellectual Property rights by QHL Compounds or Derivatives or Products or Diagnostics containing such Indemnitor, its employees, Sub- Contractors, Associated Partners, Affiliated Entities QHL Compounds or its agentsDerivatives; provided in each case that: − except in the case of wilful misconduct [OPTIONAL:, gross negligence and breach of confidentiality obligations], always that the foregoing obligation to indemnify shall not extend to claims for indirect, special indirect or consequential loss or damage, including but not limited to loss of profit, revenue or contracts; , and − [OPTIONAL: the total limit of liability of any Indemnitor to any Indemnitee in respect of any one claim or series of connected claimsprovided, shall not exceed the higher of (i) [1,000,000] euros; and (ii) twice the financial value (of the Grant or of the in-kind contributionhowever, as the case may be,) corresponding to that Indemnitor’s Action Share; and] − an Indemnitor shall not be obligated to indemnify an Indemnitee for any Losses to the extent such Losses arise as a result of (i) the material breach of any representation, warranty or covenant made by the Indemnitee under this Consortium Agreement or (ii) any gross negligence or wilful misconduct on the part of any Indemnitee. Nothing in this Agreement may be construed to limit (i) the right of any Party to bring an action for damages against any Third Party, including claims for indirect, special or consequential damages, based on any acts or omissions of such Third Party or (ii) the liability of a party for wilful misconduct, personal injury or death resulting from the negligence of such party or its employees, officers, directors, agents, or representatives (as applicable).

Indemnification for Third Party Claims. 12.2.1 Each Beneficiary (i) In the event that any Claim for which either Seller, on the one hand, or Buyer, on the other hand (each an “IndemnitorIndemnifying Party”), could be liable to the other Parties or another indemnified Person (each collectively, an “Indemnified Party”) under this §21 is asserted against or sought to be collected from such Indemnified Party by a third party, the Indemnified Party shall indemnify each other Beneficiary notify the Indemnifying Party of such Claim within the time periods specified in §21(d) hereof, specifying the nature of and specific basis for such Claim and the amount or the estimated amount thereof to the extent then feasible (the “IndemniteeClaim Notice”); provided, however, that no failure or delay in the giving of such Claim Notice shall relieve the Indemnifying Party of any Liability hereunder. The Indemnifying Party shall have thirty (30) days from the delivery of the Claim Notice (the “Notice Period”) from to notify the Indemnified Party whether or not it desires, at the sole cost and against loss, damage, liability, cost, expense, or injury (including reasonable attorneys’ fees and expenses) (individually a “Loss” and collectively, “Losses”) incurred by such Indemnitee, its employees, or Affiliate Entities, resulting from any claim, complaint, proceeding or cause expense of action brought by a Third the Indemnifying Party, including IHI JU (“Third to defend the Indemnified Party Claims”) arising from against such Claim; provided, however, that any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests or those of the Indemnifying Party and which is not prejudicial to the defense of such Claim. If the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such Claim or demand and except as hereinafter provided, then the Indemnifying Party shall have the right, at its own expense and after reasonable coordination with the Indemnified Party, to assume the defense of any such Claim either directly or through its insurer. In such case, but subject to the next section below, (i) the material breach Indemnifying Party shall control the course of and make all decisions concerning any representationsuch proceeding, warranty or covenant made by select and employ counsel (with the Indemnitor hereunder, (ii) gross negligence or wilful misconduct on the part approval of the Indemnitor in performing its obligations under this Consortium AgreementIndemnified Party, ornot to be unreasonably withheld), subject and expeditiously settle or prosecute such proceeding to Clause 12.1 of this Consortium Agreementa final conclusion, (iii) infringement of Third Party Intellectual Property rights by such Indemnitor, its employees, Sub- Contractors, Associated Partners, Affiliated Entities or its agents; provided in each case that: − except in the case of wilful misconduct [OPTIONAL:, gross negligence and breach of confidentiality obligations], the foregoing obligation to indemnify shall not extend to claims for indirect, special or consequential loss or damage, including but not limited to loss of profit, revenue or contracts; and − [OPTIONAL: the total limit of liability of any Indemnitor to any Indemnitee in respect of any one claim or series of connected claims, shall not exceed the higher of (i) [1,000,000] euros; and (ii) twice the financial value Indemnified Party may participate in, but not 28 control, any such defense or settlement at its own cost and with its own counsel, and (iii) if requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Claim that the Indemnifying Party elects to contest, or, if appropriate and related to the Claim in question, in making any counterclaim against the Person asserting the third-party Claim or any cross-complaint against any Person. To the extent the Indemnifying Party elects not to assume the defense of any Claim, the Indemnified Party shall, at the cost and for the account of the Grant or of Indemnifying Party, assume all obligations with respect thereto and shall take such prudent steps as may be required in connection therewith as though the in-kind contributionindemnities did not exist and such Claim were the Indemnified Party’s responsibility. In such case, as the case may be,Indemnified Party shall have the right with respect to any Claim for which it is assuming the defense to choose counsel and make decisions regarding any such proceeding, provided that it shall keep the Indemnifying Party advised with respect thereto. Subject to §21(e)(iii) corresponding to that Indemnitor’s Action Share; and] − an Indemnitor below, the Indemnifying Party shall not be obligated to indemnify an Indemnitee for bound by any Losses to the extent such Losses arise as a result of (i) the material breach of any representationand all rulings, warranty or covenant made judgments, compromises and settlements reached by the Indemnitee under this Consortium Agreement or (ii) any gross negligence or wilful misconduct on the part of any IndemniteeIndemnified Party in good faith.

Indemnification for Third Party Claims. 12.2.1 Each Beneficiary If a claim by a third party is made against an indemnified party, and if such indemnified party intends to seek indemnity with respect thereto under this Article VI, such indemnified party shall promptly notify the indemnifying party in writing of such claims setting forth such claims in reasonable detail. The indemnifying party shall have thirty (“Indemnitor”30) shall indemnify each other Beneficiary days (“Indemnitee”or such shorter period required by a third party claimant) from after receipt of such notice to undertake, through counsel of its own choosing and against loss, damage, liability, cost, at its own expense, the settlement or injury (including reasonable attorneys’ defense thereof, and the indemnified party shall cooperate with it in connection therewith; PROVIDED, HOWEVER, that the indemnified party may participate in such settlement or defense through counsel chosen by such indemnified party, provided that the fees and expenses) (individually a “Loss” and collectivelyexpenses of such counsel shall be borne by such party. The indemnified party shall not pay or settle any claim which the indemnifying party is contesting. Notwithstanding the foregoing, “Losses”) the indemnified party shall have the right to pay or settle any such claim, provided that in such event it shall waive any right to indemnity for the damages incurred by the indemnifying party arising therefrom. If the indemnifying party does not notify the indemnified party within thirty (30) days (or such Indemnitee, its employees, or Affiliate Entities, resulting from any claim, complaint, proceeding or cause of action brought shorter period required by a Third Party, including IHI JU (“Third Party Claims”third party claimant) arising from (i) after the material breach of any representation, warranty or covenant made by the Indemnitor hereunder, (ii) gross negligence or wilful misconduct on the part receipt of the Indemnitor in performing its obligations under this Consortium Agreementindemnified party's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof the indemnified party shall have the right to contest, or, subject to Clause 12.1 of this Consortium Agreement, (iii) infringement of Third Party Intellectual Property rights by such Indemnitor, its employees, Sub- Contractors, Associated Partners, Affiliated Entities settle or its agents; provided in each case that: − except in compromise the case of wilful misconduct [OPTIONAL:, gross negligence and breach of confidentiality obligations], the foregoing obligation to indemnify claim but shall not extend thereby waive any right to claims for indirect, special or consequential loss or damage, including but not limited indemnity therefor pursuant to loss of profit, revenue or contracts; and − [OPTIONAL: the total limit of liability of any Indemnitor to any Indemnitee in respect of any one claim or series of connected claims, shall not exceed the higher of (i) [1,000,000] euros; and (ii) twice the financial value (of the Grant or of the in-kind contribution, as the case may be,) corresponding to that Indemnitor’s Action Share; and] − an Indemnitor shall not be obligated to indemnify an Indemnitee for any Losses to the extent such Losses arise as a result of (i) the material breach of any representation, warranty or covenant made by the Indemnitee under this Consortium Agreement or (ii) any gross negligence or wilful misconduct on the part of any IndemniteeAgreement.