Model Project Development Agreement Page 69
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88with regard to matters unrelated to this Agreement or any activity not contemplated by
the Transaction Documents or the Financing Documents.
Indemnification
22.2
22.2.1
The GON shall indemnify the Company against, and hold the Company and its officers,
directors and employees harmless from, at all times after the date hereof, any and all
Losses incurred, suffered, sustained or required to be paid, directly or indirectly, by, or
sought to be imposed upon, the Company or its officers, directors and employees, for
personal injury or death to persons or damage to property arising out of any negligent or
intentional act or omission by the GON in connection with this Agreement.
Notwithstanding
anything
contained
herein
above
in
this
Section
22.2.1,
indemnification shall not be required to the extent that the Company is (i) reimbursed
pursuant to any policy of insurance or (ii) receives indemnification pursuant to the terms
of the Transaction Documents, the Financing Documents or any other agreement.
22.2.2
The Company shall indemnify the GON against, and hold the GON and its employees
harmless from, at all times after the date hereof, any and all Losses incurred, suffered,
sustained or required to be paid, directly or indirectly, by, or sought to be imposed upon,
the GON, or its employees, for personal injury or death to persons or damage to
property arising out of any negligent or intentional act or omission by the Company in
connection with this Agreement. Notwithstanding anything contained herein above in
this Section 22.2.2, indemnification shall not be required to the extent that the GON is
reimbursed pursuant to any policy of insurance.
22.2.3
In the event injury or damage results from the joint or concurrent negligent or intentional
acts or omissions of both the Company and the GON, the Parties shall be deemed to be
equally liable for such injury or damages unless it is established that the Parties' relative
degree of fault is other than 50/50, in which event each Party shall be liable in
proportion to its relative degree of fault.
22.2.4
The provisions of this Section 22.2 shall survive for a period of six (6) Years following
any expiry or termination of this Agreement with respect to any acts or omissions or
claims for indemnification which occurred or arose prior to such expiry or termination.
Assertion of claims to exceed minimum amount
22.3
22.3.1
Each Party shall be solely liable, and shall not be entitled to assert any claim for
indemnification under this Agreement, for any Loss that would otherwise be the subject
of indemnification under this Agreement until all Losses of such Party, in the aggregate,
during the then-current Year exceed an amount equal to [GON to insert minimum
annual threshold amount for indemnification claims depending on each project and
negotiations with the developers. NB: the range in some of the other Projects has
been USD10,000 to USD100,000], in which event such Party shall be able to recover
for all its Losses for such Year.
22.3.2
For the purposes of this Section 22.3, a Loss (or claim for indemnification) shall be
deemed to arise in the Year the event giving rise to such Loss (or claim for
indemnification) occurred, or if the event is continuing in more than one Year, in the
Year that such event ends.
Indemnification for fines and penalties
22.4
Any fines or other penalties incurred by a Party (other than fines or penalties due to the
negligence or intentional acts or omissions of another Party) for non-compliance with the
Laws of Nepal or any applicable consent, permit, licence or approval shall not be
reimbursed by any Party but shall be the sole responsibility of the non-complying Party.
63
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