Common use of BFA Obligations Clause in Contracts

BFA Obligations. (a) Other than breaches by a BFA Recipient of its obligations to indemnify or adhere to obligations with respect to confidentiality or the use or protection of State Street’s Information Classification: Confidential Intellectual Property, or failure by a BFA Recipient or BFA, on behalf of a BFA Recipient, to pay undisputed amounts when due, the failure of a BFA Recipient to perform any of its responsibilities set forth in the Service Modules will not be deemed a breach of the applicable Service Module for the purposes of determining State Street’s rights to terminate or suspend Services under this Agreement or any Service Module. (b) Subject to Sections 3.4 and 5.1(a) above, the BFA Recipients will: (i) perform, and cause Third-Party Providers to perform, as required under any Service Module; (ii) give State Street such Proper Instructions as State Street reasonably requests to enable State Street to fulfill its duties and obligations under any Service Module; (iii) provide, and cause Third-Party Providers to make available, information and data to State Street as reasonably required for State Street to be able to perform its obligations under any Service Module; and (iv) use commercially reasonable review and control procedures that are designed to ensure that: (A) all trade instructions delivered to State Street are duly authorized and comply with applicable BFA Recipient Laws, and internal compliance procedures and policies and investment restrictions applicable to such BFA Recipients; and (B) information and data provided by the BFA Recipients is accurate. (c) The BFA Recipients will bear all expenses incurred by such BFA Recipients’ operation of their retained businesses that are not assumed by State Street under this Agreement or any Service Module. Notwithstanding the foregoing, BFA and the BFA Recipients will not be responsible for the cost of any conversions to State Street systems or changes required to be made to BFA Technology in order to accommodate such conversions, except to the extent such a Change is expressly requested to be accelerated or otherwise modified in any material respect by BFA or a BFA Recipient.

BFA Obligations. (a) Other than breaches by a BFA Recipient of its obligations to indemnify or adhere to obligations with respect to confidentiality or the use or protection of State StreetProvider’s Information Classification: Confidential Intellectual PropertyProperty Rights, or failure by a BFA Recipient (or BFA, on behalf of a BFA Recipient), to pay undisputed amounts when due, the failure of a BFA Recipient to perform any of its responsibilities set forth in the Service Modules will not be deemed a breach of the applicable Service Module this Agreement solely for the purposes of determining State StreetProvider’s rights to terminate or suspend Services under this Agreement or any Service ModuleAgreement. (b) Subject to Sections 3.4 6.3 and 5.1(a8.1(a) above, the BFA Recipients will: (i) perform, and cause Third-Third Party Providers to perform, as required under any Service Modulehereunder; (ii) give State Street Provider such Proper Instructions as State Street Provider reasonably requests to enable State Street Provider to fulfill its duties and obligations under any Service Modulehereunder; (iii) provide, and cause Third-Third Party Providers to make available, information and data to State Street Provider as reasonably required for State Street Provider to be able to perform its obligations under any Service Modulehereunder; and (iv) use commercially reasonable review and control procedures that are designed to ensure that: (A) all trade instructions delivered to State Street Provider are duly authorized and comply with applicable BFA Recipient Laws, Laws and internal compliance procedures and procedures, policies and investment restrictions applicable to such BFA Recipients; and (B) information and data provided by the BFA Recipients is accurate. (c) The Except as otherwise provided herein, the BFA Recipients (or BFA, on behalf of the applicable BFA Recipients) will bear all expenses incurred by such BFA Recipients’ operation of their retained businesses that are not assumed by State Street under this Agreement or any Service Modulebusinesses. Notwithstanding the foregoing, BFA and the BFA Recipients will not be responsible for the cost of any conversions to State Street Provider systems or changes required to be made to BFA Technology in order to accommodate such conversions, except to the extent such a Change is expressly requested to be accelerated or otherwise modified in any material respect by BFA or a BFA RecipientRecipient and with the agreement of BFA.

BFA Obligations. (a) Other than breaches by a BFA Recipient of its obligations to indemnify or adhere to obligations with respect to confidentiality or the use or protection of State StreetProvider’s Information Classification: Confidential Intellectual PropertyProperty Rights, or failure by a BFA Recipient (or BFA, on behalf of a BFA Recipient), to pay undisputed amounts when due, the failure of a BFA Recipient to perform any of its responsibilities set forth in the Service Modules will not be deemed a breach of the applicable Service Module this Agreement for the purposes of determining State StreetProvider’s rights to terminate or suspend Services under this Agreement or any Service ModuleAgreement. (b) Subject to Sections 3.4 6.3 and 5.1(a8.1(a) above, the BFA Recipients will: (i) perform, and cause Third-Third Party Providers to perform, as required under any Service Modulehereunder; (ii) give State Street Provider such Proper Instructions as State Street Provider reasonably requests to enable State Street Provider to fulfill its duties and obligations under any Service Modulehereunder; (iii) provide, and cause Third-Third Party Providers to make available, information and data to State Street Provider as reasonably required for State Street Provider to be able to perform its obligations under any Service Modulehereunder; and (iv) use commercially reasonable review and control procedures that are designed to ensure that: (A) all trade instructions delivered to State Street Provider are duly authorized and comply with applicable BFA Recipient Laws, Laws and internal compliance procedures and procedures, policies and investment restrictions applicable to such BFA Recipients; and (B) information and data provided by the BFA Recipients is accurate. (c) The BFA Recipients (or BFA, on behalf of the applicable BFA Recipients) will bear all expenses incurred by such BFA Recipients’ operation of their retained businesses that are not assumed by State Street Provider under this Agreement or any Service ModuleAgreement. Notwithstanding the foregoing, BFA and the BFA Recipients will not be responsible for the cost of any conversions to State Street Provider systems or changes required to be made to BFA Technology in order to accommodate such conversions, except to the extent such a Change is expressly requested to be accelerated or otherwise modified in any material respect by BFA or a BFA RecipientRecipient and with the agreement of BFA.

BFA Obligations. (a) Other than breaches by a BFA Recipient of its obligations to indemnify or adhere to obligations with respect to confidentiality or the use or protection of State StreetProvider’s Information Classification: Confidential Intellectual PropertyProperty Rights, or failure by a BFA Recipient (or BFA, on behalf of a BFA Recipient), to pay undisputed amounts when due, the failure of a BFA Recipient to perform any of its responsibilities set forth in the Service Modules will not be deemed a breach of the applicable Service Module this Agreement for the purposes of determining State StreetProvider’s rights to terminate or suspend Services under this Agreement or any Service ModuleAgreement. (b) Subject to Sections 3.4 6.3 and 5.1(a8.1(a) above, the BFA Recipients will:: Master Services Agreement 27 (i) perform, and cause Third-Third Party Providers to perform, as required under any Service Modulehereunder; (ii) give State Street Provider such Proper Instructions as State Street Provider reasonably requests to enable State Street Provider to fulfill its duties and obligations under any Service Modulehereunder; (iii) provide, and cause Third-Third Party Providers to make available, information and data to State Street Provider as reasonably required for State Street Provider to be able to perform its obligations under any Service Modulehereunder; and (iv) use commercially reasonable review and control procedures that are designed to ensure that: (A) all trade instructions delivered to State Street Provider are duly authorized and comply with applicable BFA Recipient Laws, Laws and internal compliance procedures and procedures, policies and investment restrictions applicable to such BFA Recipients; and (B) information and data provided by the BFA Recipients is accurate. (c) The BFA Recipients (or BFA, on behalf of the applicable BFA Recipients) will bear all expenses incurred by such BFA Recipients’ operation of their retained businesses that are not assumed by State Street Provider under this Agreement or any Service ModuleAgreement. Notwithstanding the foregoing, BFA and the BFA Recipients will not be responsible for the cost of any conversions to State Street Provider systems or changes required to be made to BFA Technology in order to accommodate such conversions, except to the extent such a Change is expressly requested to be accelerated or otherwise modified in any material respect by BFA or a BFA RecipientRecipient and with the agreement of BFA.

BFA Obligations. (a) Other than breaches by a BFA Recipient of its obligations to indemnify or adhere to obligations with respect to confidentiality or the use or protection of State StreetProvider’s Information Classification: Confidential Intellectual PropertyProperty Rights, or failure by a BFA Recipient (or BFA, on behalf of a BFA Recipient), to pay undisputed amounts when due, the failure of a BFA Recipient to perform any of its responsibilities set forth in the Service Modules will not be deemed a breach of the applicable Service Module this Agreement for the purposes of determining State StreetProvider’s rights to terminate or suspend Services under this Agreement or any Service ModuleAgreement. (b) Subject to Sections 3.4 6.3 and 5.1(a8.1(a) above, the BFA Recipients will: (i) perform, and cause Third-Third Party Providers to perform, as required under any Service Modulehereunder; (ii) give State Street Provider such Proper Instructions as State Street Provider reasonably requests to enable State Street Provider to fulfill its duties and obligations under any Service Modulehereunder; (iii) provide, and cause Third-Third Party Providers to make available, information and data to State Street Provider as reasonably required for State Street Provider to be able to perform its obligations under any Service Modulehereunder; and (iv) use commercially reasonable review and control procedures that are designed to ensure that: (A) all trade instructions delivered to State Street Provider are duly authorized and comply with applicable BFA Recipient Laws, Laws and internal compliance procedures and procedures, policies and investment restrictions applicable to such BFA Recipients; and and (B) information and data provided by the BFA Recipients is accurate. (c) The BFA Recipients (or BFA, on behalf of the applicable BFA Recipients) will bear all expenses incurred by such BFA Recipients’ operation of their retained businesses that are not assumed by State Street Provider under this Agreement or any Service ModuleAgreement. Notwithstanding the foregoing, BFA and the BFA Recipients will not be responsible for the cost of any conversions to State Street Provider systems or changes required to be made to BFA Technology in order to accommodate such conversions, except to the extent such a Change is expressly requested to be accelerated or otherwise modified in any material respect by BFA or a BFA RecipientRecipient and with the agreement of BFA.