Common use of BTC Obligations Clause in Contracts

BTC Obligations. (a) Other than breaches by a BTC Recipient of its obligations to indemnify or adhere to obligations with respect to confidentiality or the use or protection of State Street’s Intellectual Property, or failure by a BTC Recipient to pay undisputed amounts when due, the failure of a BTC 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 BTC 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 Master Services Agreement 14 BTC | State Street CONFIDENTIAL (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 BTC Recipient Laws, and internal compliance procedures and policies and investment restrictions applicable to such BTC Recipients; and (B) information and data provided by the BTC Recipients is accurate. (c) The BTC Recipients will bear all expenses incurred by such BTC Recipients’ operation of their retained businesses that are not assumed by State Street under this Agreement or any Service Module. Notwithstanding the foregoing, BTC and the BTC Recipients will not be responsible for the cost of any conversions to State Street systems or changes required to be made to BTC 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 BTC or a BTC Recipient.

BTC Obligations. (a) Other than breaches by a BTC Recipient of its obligations to indemnify or adhere to obligations with respect to confidentiality or the use or protection of State Street’s Intellectual Property, or failure by a BTC Recipient to pay undisputed amounts when due, the failure of a BTC 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 BTC 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 Master Services Agreement 14 BTC | State Street CONFIDENTIAL Street (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 BTC Recipient Laws, and internal compliance procedures and policies and investment restrictions applicable to such BTC Recipients; and (B) information and data provided by the BTC Recipients is accurate. (c) The BTC Recipients will bear all expenses incurred by such BTC Recipients’ operation of their retained businesses that are not assumed by State Street under this Agreement or any Service Module. Notwithstanding the foregoing, BTC and the BTC Recipients will not be responsible for the cost of any conversions to State Street systems or changes required to be made to BTC 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 BTC or a BTC Recipient.

BTC Obligations. (a) Other than breaches by a BTC Recipient of its obligations to indemnify or adhere to obligations with respect to confidentiality or the use or protection of State Street’s 's Intellectual Property, or failure by a BTC Recipient to pay undisputed amounts when due, the failure of a BTC 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 '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 BTC 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 Master Services Agreement 14 BTC | State Street CONFIDENTIAL 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 BTC Recipient Laws, and internal compliance procedures and policies and investment restrictions applicable to such BTC Recipients; and (B) information and data provided by the BTC Recipients is accurate. (c) The BTC Recipients will bear all expenses incurred by such BTC Recipients’ ' operation of their retained businesses that are not assumed by State Street under this Agreement or any Service Module. Notwithstanding the foregoing, BTC and the BTC Recipients will not be responsible for the cost of any conversions to State Street systems or changes required to be made to BTC 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 BTC or a BTC Recipient.