Project Co's Liability to indemnify the State, each State Associate, each Interface Party (other than any Direct Interface Party) and each other Indemnified IP Person under the State Project Documents will be reduced to the extent that any such Liability is caused or contributed to by:
(a) (breach): any breach by the State of any State Project Document;
(b) (certain acts or omissions): any fraudulent, reckless, unlawful or malicious act or omission of:
(i) the State, any State Associate or an Interface Party (other than any Direct Interface Party); or
(ii) in respect of the indemnity provided by Project Co under clause 43.5 only, any other Indemnified IP Person;
(c) (events): without limiting clause 43.6(a) or clause 43.6(b), any:
(i) Extension Event that occurs during the Development Phase but only if Project Co is entitled to an extension to the Date for Acceptance in accordance with this Deed as a consequence of the Extension Event; or
(ii) Intervening Event that occurs during the Operational Phase but only if Project Co is entitled to relief from performance of the Services as a consequence of the Intervening Event;
(d) (compliance with directions): Project Co complying strictly with a direction from the State or the State Representative (except to the extent that the direction is a direction to comply with a State Project Document, is permitted under a State Project Document or was given as a result of a Project Co Act or Omission), provided that prior to complying with the direction:
(i) Project Co notified the State or the State Representative (as the case may be) that, in its opinion, compliance with the direction will directly result in a Liability that would otherwise be the subject of an indemnity by Project Co to the State, any State Associate or any Interface Party (other than any Direct Interface Party); and
(ii) notwithstanding having received the notification referred to in clause 43.6(d)(i), the State or the State Representative (as the case may be) confirms that Project Co should comply or continue to comply with the direction; or
(e) (mitigation): a failure by the State, any State Associate or any Interface Party (other than any Direct Interface Party) to use reasonable endeavours to mitigate the extent or consequences of the Liability,
other than to the extent that Project Co or any Project Co Associate is entitled to recover the amount for which they are liable to indemnify the State, any State Associate or any Interface Party (other than any Direct Interface Party) under any of the Insurances (or would have been entitled to so recover but for an Insurance Failure Event).