Paragraph 10 IndemnityF1

(1)

Subject to sub-paragraphs (2) and (3), if by reason, or in consequence, of the construction, maintenance or operation of any Specified Works, or failure thereof, any damage is caused to any NZT Apparatus used in connection with the NZT Specified Works or damage is caused to any part of the NZT Specified Works or there is any interruption in any service provided, or the operations of the NZT Undertaker, or in the supply of any goods, by the NZT Undertaker, or the NZT Undertaker becomes liable to pay any amount to any third party as a consequence of the Specified Works, the undertaker must—

(a)

bear and pay the costs reasonably incurred by Anglo American in making good such damage or restoring the service, operations or supply; and

(b)

compensate the NZT Undertaker for any other expenses, loss, demands, proceedings, damages, claims, penalty or costs incurred by or recovered from the NZT Undertaker, by reason or in consequence of any such damage or interruption or the NZT Undertaker becoming liable to any third party as aforesaid.

(2)

Nothing in sub-paragraph (1) imposes any liability on the undertaker with respect to—

(a)

any damage or interruption to the extent that it is attributable to the act, neglect or default of the NZT Undertaker, its officers, employees, servants, contractors or agents; or

(b)

any indirect or consequential loss or loss of profits by the NZT Undertaker.

(3)

The NZT Undertaker must give the undertaker reasonable notice of any such claim or demand and no settlement or compromise shall be made, unless payment is required in connection with a statutory compensation scheme, without first consulting the undertaker and considering its representations.

(4)

The NZT Undertaker must use its reasonable endeavours to mitigate any claim or losses in whole or in part and to minimise any costs, expenses, loss, demands, and penalties to which the indemnity under this paragraph applies. If requested to do so by the undertaker, the NZT Undertaker must provide an explanation of how the claim has been minimised or details to substantiate any cost or compensation claimed pursuant to sub-paragraph (1).

(5)

The undertaker shall not be liable under this paragraph in respect of any claim capable of being mitigated or minimised to the extent that the NZT Undertaker has not used its reasonable endeavours to mitigate and/or minimise that claim accordance with sub-paragraph (4).

(6)

The fact that any work or thing has been executed or done with the consent of the NZT Undertaker and in accordance with any conditions or restrictions prescribed by the NZT Undertaker or in accordance with any plans approved by the NZT Undertaker or to its satisfaction or in accordance with any directions or award of any expert appointed pursuant to paragraph 11 does not relieve the undertaker from any liability under this paragraph.

(7)

The total liability of Anglo American whether for breach of, or under any indemnity contained in, this Deed and whether under contract, tort, equity or otherwise shall be limited to the sum of ten million pounds (£10m).

Annotations

Textual amendments

F1: Sch. 12 inserted (11.3.2024) by The Net Zero Teesside Order 2024 (S.I. 2024/174), art. 1, Sch. 3 para. 3 (with arts. 42, 43, Sch. 12)