By Provider Sample Clauses

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 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 makes the following representations, warranties and covenants to each BFA Recipient:

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. Subject to Section 6.2, Provider shall indemnify, defend and hold harmless Recipient and its directors, officers, employees, agents and other representatives (collectively, the “Recipient Indemnitees”) from and against all liabilities, losses, damages, penalties, judgments, suits, claims, grievances, costs and expenses of any kind whatsoever, including the reasonable fees and disbursements of counsel (collectively, “Losses”), that they, or any of them, may sustain or incur as a result of (i) the breach of any covenant made by Provider in this Agreement or (ii) willful misconduct or actual fraud on the part of Provider or any of its Affiliates in connection with the performance of this Agreement.

By Provider. Except for claims arising out of PEHP’s breach of this Agreement or PEHP’s negligent acts, omissions or willful misconduct, PROVIDER agrees to indemnify, defend and hold harmless PEHP, its employees, directors, agents and contractors for, from, and against all damages and costs, including reasonable attorneys fees, that result from (i) the claims of third parties arising out of (a) PROVIDER’s use of the PEHP Provider website and services, including PROVIDER’s connection to the Internet or (b) the content and use of the PEHP Provider website by PROVIDER, (ii) the Payment of health insurance claims and (iii) the compliance by PROVIDER with applicable laws (including those relating to the security and privacy of PHI), provided that PEHP notifies PROVIDER in writing promptly upon discovery of any such third party claims and fully cooperates giving PROVIDER complete authority and control in the defense and settlement of such claims. For purposes of this Section 11.2, PROVIDER’s “ ”use of the PEHP Provider website and services (a) means (i) use by PROVIDER’s employees, agents or contractors who have obtained PROVIDER’s signature in their employment or engagement, (ii) use by PROVIDER’s employees, agents and contractors who following their separation from employment or engagement by PROVIDER were enabled by the use of PROVIDER’s signature obtained in their employment or engagement, (iii) use by any person who obtains PROVIDER’s signature because of PROVIDER’s negligence, and (iv) use by any person who obtains PROVIDER’s signature from any person described in (i), (ii) or (iii) above and (b) specifically excludes the unauthorized use of PROVIDER’s website account by any person who is not described in (i) - (iv) above or who accesses or uses PROVIDER’s signature without authorization from same.