Common use of By BFA Recipients Clause in Contracts

By BFA Recipients. Each BFA Recipient will indemnify, defend and hold harmless Provider, its Affiliates and their respective officers, directors, employees, agents and permitted successors and assigns from any and all Losses arising from or in connection with any third party claim, or threatened third party claim, to the extent that such Losses are based on or arising out of any of the following: (a) any breach by such BFA Recipient of any of its confidentiality obligations hereunder; (b) any employment-related claim or action by, on behalf of, or related to, any prospective, then-current or former employee of such BFA Recipient arising from or in connection herewith, including: (i) any claim arising under occupational health and safety, worker’s compensation or other applicable Law; (ii) any claim arising from the interview or hiring practices, actions or omissions of such BFA Recipient; (iii) any claim relating to any violation by such BFA Recipient, or its officers, directors, employees, representatives or agents, of any Law or any common law protecting persons or members of protected classes or categories, such laws or regulations prohibiting discrimination or harassment on the basis of a protected characteristic; and (iv) any claim based on a theory that Provider is an employer or joint employer of any such prospective, then-current or former employee of such BFA Recipient. (c) any claims by a third party against Provider resulting from (i) actions taken by Provider in accordance with any Proper Instructions received from BFA or a BFA Recipient in providing Services, or acts in accordance with the terms of this Agreement or omissions not in breach of this Agreement, except, in each case, to the extent such Losses arise from Provider, its Affiliates or its Subcontractors having breached the Standard of Care in taking such actions or making such omissions.

By BFA Recipients. Each BFA Recipient will indemnify, defend and hold harmless Provider, its Affiliates and their respective officers, directors, employees, agents and permitted successors and assigns from any and all Losses arising from or in connection with any third party claim, or threatened third party claim, to the extent that such Losses are based on or arising out of any of the following: (a) any breach by such BFA Recipient of any of its confidentiality obligations hereunder; (b) any employment-related claim or action by, on behalf of, or related to, any prospective, then-current or former employee of such BFA Recipient arising from or in connection herewith, including: (i) any claim arising under occupational health and safety, worker’s compensation or other applicable Law; (ii) any claim arising from the interview or hiring practices, actions or omissions of such BFA Recipient; (iii) any claim relating to any violation by such BFA Recipient, or its officers, directors, employees, representatives or agents, of any Law or any common law protecting persons or members of protected classes or categories, such laws or regulations prohibiting discrimination or harassment on the basis of a protected characteristic; and (iv) any claim based on a theory that Provider is an employer or joint employer of any such prospective, then-current or former employee of such BFA Recipient.; (c) any claims by a third party against Provider resulting from (i) actions taken by Provider in accordance with any Proper Instructions received from BFA or a BFA Recipient in providing Services, or acts in accordance with the terms of this Agreement or omissions not in breach of this Agreement, except, in each case, to the extent such Losses arise from Provider’s, its Affiliates Affiliates’ or its Subcontractors having breached Subcontractors’ material breach of the Standard of Care in taking such actions or making such omissions.; (d) any (i) reasonable actions taken by Provider in reliance upon any Law or reasonable interpretation of such Law in connection with this Agreement and the provision of Services by Provider or (ii) any opinion of reputable external legal counsel engaged by BFA Recipient or Provider; (e) any transactions or other activities of the BFA Recipient which occurred prior to the Commencement Date of this Agreement; or Master Services Agreement CONFIDENTIAL (f) the Offering Materials (excluding information provided by Provider).

By BFA Recipients. Each BFA Recipient will indemnify, defend and hold harmless Provider, its Affiliates and their respective officers, directors, employees, agents and permitted successors and assigns from any and all Losses arising from or in connection with any third party claim, or threatened third party claim, to the extent that such Losses are based on or arising out of any of the following: (a) any breach by such BFA Recipient of any of its confidentiality obligations hereunder; (b) any employment-related claim or action by, on behalf of, or related to, any prospective, then-current or former employee of such BFA Recipient arising from or in connection herewith, including: (i) any claim arising under occupational health and safety, worker’s compensation or other applicable Law; (ii) any claim arising from the interview or hiring practices, actions or omissions of such BFA Recipient; (iii) any claim relating to any violation by such BFA Recipient, or its officers, directors, employees, representatives or agents, of any Law or any common law protecting persons or members of protected classes or categories, such laws or regulations prohibiting discrimination or harassment on the basis of a protected characteristic; and (iv) any claim based on a theory that Provider is an employer or joint employer of any such prospective, then-current or former employee of such BFA Recipient.; (c) any claims by a third party against Provider resulting from (i) actions taken by Provider in accordance with any Proper Instructions received from BFA or a BFA Recipient in providing Services, or acts in accordance with the terms of this Agreement or omissions not in breach of this Agreement, except, in each case, to the extent such Losses arise from Provider’s, its Affiliates Affiliates’ or its Subcontractors having breached Subcontractors’ material breach of the Standard of Care in taking such actions or making such omissions.; (d) any (i) reasonable actions taken by Provider in reliance upon any Law or reasonable interpretation of such Law in connection with this Agreement and the provision of Services by Provider or (ii) any opinion of reputable external legal counsel engaged by BFA Recipient or Provider; (e) any transactions or other activities of the BFA Recipient which occurred prior to the Commencement Date of this Agreement; or Master Services Agreement (f) the Offering Materials (excluding information provided by Provider).

By BFA Recipients. Each BFA Recipient will indemnify, defend and hold harmless Provider, its Affiliates and their respective officers, directors, employees, agents and permitted successors and assigns from any and all Losses arising from or in connection with any third party claim, or threatened third party claim, to the extent that such Losses are based on or arising out of any of the following:: Master Services Agreement 75 (a) any breach by such BFA Recipient of any of its confidentiality obligations hereunder; (b) any employment-related claim or action by, on behalf of, or related to, any prospective, then-current or former employee of such BFA Recipient arising from or in connection herewith, including: (i) any claim arising under occupational health and safety, worker’s compensation or other applicable Law; (ii) any claim arising from the interview or hiring practices, actions or omissions of such BFA Recipient; (iii) any claim relating to any violation by such BFA Recipient, or its officers, directors, employees, representatives or agents, of any Law or any common law protecting persons or members of protected classes or categories, such laws or regulations prohibiting discrimination or harassment on the basis of a protected characteristic; and (iv) any claim based on a theory that Provider is an employer or joint employer of any such prospective, then-current or former employee of such BFA Recipient. (c) any claims by a third party against Provider resulting from (i) actions taken by Provider in accordance with any Proper Instructions received from BFA or a BFA Recipient in providing Services, or acts in accordance with the terms of this Agreement or omissions not in breach of this Agreement, except, in each case, to the extent such Losses arise from Provider, its Affiliates or its Subcontractors having breached the Standard of Care in taking such actions or making such omissions.