(a) (No Liability of the State): Subject to clause 43.11(b), but otherwise despite anything to the contrary in this Deed, neither the State nor any State Associate has any Liability to Project Co or any Project Co Associate for any Indirect or Consequential Loss suffered or incurred by Project Co or any Project Co Associate as a result of any breach of a State Project Document by the State or any State Associate.
(b) (Exceptions to no State Liability): The exclusion of Liability of the State and any State Associate under clause 43.11(a) does not apply to:
(i) Liability arising from:
A. any criminal act or fraud; or
B. Wilful Misconduct under any State Project Document,
on the part of the State or any State Associate;
(ii) Liability arising from any loss of or damage to third party property or injury to, illness or death of any person; or
(iii) any amounts payable under and calculated in accordance with:
A. the Change Compensation Principles;
B. the Payment Schedule; or
C. the Termination Payments Schedule.
(c) (No Liability of Project Co): Subject to clause 43.11(d), but otherwise despite anything to the contrary in this Deed, neither Project Co nor any Project Co Associate has any Liability to the State or any State Associate (or in respect of the indemnity provided by Project Co under clause 43.5 only, any other Indemnified IP Person) or to any Interface Party (other than any Direct Interface Party) for any Indirect or Consequential Loss.
(d) (Exceptions to no Project Co Liability): The exclusion of Liability of Project Co and any Project Co Associate under clause 43.11(c) does not apply to:
(i) the extent to which Project Co or a Project Co Associate would be entitled and able to recover under any Insurances in respect of such a Liability, or would have been so entitled and able but for an Insurance Failure Event;
(ii) Liability for which Project Co recovers in accordance with an indemnity under any Project Documents;
(iii) Liability in connection with:
A. any criminal act or fraud; or
on the part of Project Co or any Project Co Associate;
(iv) Liability in connection with any loss of or damage to third party property or any injury to, illness or death of any person;
(v) Liability in connection with any reduction of any Service Payment as a consequence of the application of the Payment Schedule in accordance with this Deed;
(vi) Liability expressly imposed on Project Co or any Project Co Associate under any of the Project Documents to pay the State any of the following amounts:
A. any State Share of Refinancing Gain under clause 37.4;
B. any interest under clause 34.5;
C. any amounts expressly provided to be a debt due and payable under this Deed;
D. any amounts payable under clauses 34.6, 37.5 or 52.8;
E. any amounts payable under and calculated in accordance with:
1) the Payment Schedule;
2) the Change Compensation Principles; or
3) the Termination Payments Schedule;
(vii) Liability imposed on Project Co under clause 26.13 or clause 35.12 or in accordance with the Change Compensation Principles to pay or allow the State any share of Savings;
(viii) Liability in connection with abandonment of the whole or a substantial part of the Development Activities or Services by Project Co or any Project Co Associate; and
(ix) Liability of the State to [##]. [Note: This item may be used if there are any specific third party liabilities (that are in addition to those set out at clause 43.11(d)(iv)), including economic loss, that the State may have as a consequence of Project Co's breaches of this Deed. See Guidance Notes for further detail as to when this may be used.]