By Provider. Subject to this Article 19 and Article 20, Provider will indemnify, defend and hold harmless BTC and the Lending Funds and their respective Affiliates, and their Affiliate’s respective officers, directors, employees, agents and permitted successors and assigns from any and all damages, fines, penalties, deficiencies, losses, liabilities (including judgments and amounts reasonably paid in settlement) and expenses (including interest, court costs, reasonable fees and expenses of attorneys, accountants and other experts or other reasonable fees and expenses of litigation or other proceedings or of any claim, default or assessment) (“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) a material breach by Provider (in its capacity as Provider or any other capacity under this Agreement), any Provider Personnel of any of its obligations hereunder (including data protection, information security or confidentiality obligations), or under the Standard of Care;
(b) any third party claim of infringement or misappropriation of any Intellectual Property Rights (including any Independent Work) resulting from or alleged to have occurred because of the use or other exploitation of any deliverables provided by or on behalf of Provider (including by any of its Affiliates), including any Provider Technology (including any derivatives thereof), Work Product, Independent Work (including any derivatives thereof) or other developments created by any Provider Personnel or based upon the performance of the Services (collectively, the “Provider Infringement Items”), except to the extent that such infringement or misappropriation relates to or results from:
(i) changes made by any Lending Fund or by a third party at the direction of a Lending Fund to the Provider Infringement Items;
(ii) changes to the Provider Infringement Items recommended by Provider and not made due to a request from any Lending Fund, provided that Provider has notified such Lending Fund that failure to implement such recommendation would result in infringement within a reasonable amount of time for such Lending Fund to so implement following such notification;
(iii) any Lending Fund’s combination of the Provider Infringement Items with products or services not provided or approved in writing by Provider, except to the extent such combination arises out of any Lending Fund’s use o...
By Provider. Provider makes the following representations, warranties and covenants to each BFA Recipient:
By Provider. Provider acknowledges and agrees that the Services are personal in nature. Without the prior written consent of all affected BFA Recipients (which consent may be withheld in any BFA Recipient’s sole discretion), Provider will not have the right to transfer or assign its rights or obligations under this Agreement, except as part of a resolution or other insolvency proceeding for such Provider or a parent entity thereof.
By Provider. Provider will indemnify, defend, and hold harmless Customer from and against all liabilities, damages, and costs (including settlement costs and reasonable legal fees) arising out of any claim by a third party against Customer to the extent based on an allegation that Provider's technology used to provide the Services to the Customer infringes or misappropriate any copyright, trade secret, patent, or trademark right of the third party. In no event will Provider have any obligations or liability under this section arising from:
i. use of any Services in a modified form or in combination with materials not furnished by Provider and ii. any content, information, or data provided by Customer, End Users, or other third parties.
By Provider. Provider will perform the Services in a professional and workmanlike manner.
By Provider. Upon executing this Agreement, except for the duties and obligations set forth in this Agreement, Provider, its affiliates and subsidiaries, and each of their owners, officers, directors, managers, partners, shareholders, members, employees, agents, and representatives (as the “Provider-Releasor”) irrevocably releases, forever discharges and covenants not to xxx Cigna and its agents, employees, servants, directors, officers, attorneys, assigns, successors, partnerships, associations, all their parents, subsidiaries, affiliates, related partnerships, and corporations, and any self-funded payors whose plans are administered by Cigna and the Plans and plan participants, beneficiaries and dependents covered under the Plans (individually and collectively, the “Payor-Releasee”), and each Payor-Releasee’s fiduciaries, heirs, executors, administrators, attorneys, successors, and permitted assigns, from all actions, causes of action, suits, losses, debts, dues, sums of money, payments (including any additional payments claimed with respect to any underpaid claims), costs, expenses (including without limitation attorneys’ fees), disbursements, accounts, reckonings, bonds, bills, proceedings, controversies, trespasses, damages, penalties, interest, judgments, extents, executions, claims or demands of any type or nature whatsoever, in law or equity, whether known or unknown, recorded or unrecorded, whether or not threatened or pending, or fixed, contingent, or otherwise, which against the Payor-Releasee, the Provider-Releasor, or the Provider-Releasor’s heirs, executors, administrators, successors, and permitted assigns, ever had, now have, or hereafter can, shall, or may have for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through and including the Effective Date of this Agreement.
By Provider. Provider warrants to Adtran that Provider will provide all required consumer notices and disclosures and, where required, secure consents, each in compliance with applicable laws and these Mosaic One Terms prior to using or giving access to Authorized Users to the Service.
By Provider. In addition to its other termination rights set forth in this Agreement, Provider may, by giving written notice to the relevant BFA Recipient, terminate this Agreement with respect to any BFA Recipient as of a date specified in the notice of termination if (i) BFA or such BFA Recipient is five (5) months in arrears on undisputed Fees payable to Provider and fails to make payment within thirty (30) days following a notice from Provider that it will terminate this Agreement if the undisputed Fees remain unpaid; or (ii) such BFA Recipient materially breaches (which shall be deemed to include any material breach by any Third Party Provider or other agent of such BFA Recipient) any of its obligations to indemnify or adhere to obligations with respect to confidentiality hereunder, which breach is not cured (to the extent capable of cure) within thirty (30) days after Provider notifies BFA of such breach.
By Provider. Provider may, by giving written notice to BTC, terminate this Agreement with respect to any Lending Fund as of a date specified in the notice of termination (i) as set forth in Section 3.6(g); or (ii) if a Lending Fund materially breaches (which shall be deemed to include any material breach by any Third Party Provider or other agent of such Lending Fund) any of its obligations as set forth in Section 6.1(a), which breach is not cured (to the extent capable of cure) within thirty (30) days after Provider notifies BTC of such breach.
By Provider. Provider makes the following representations, warranties and covenants to each Lending Fund:
