By State Street. State Street represents and warrants that:
1. It is a Massachusetts trust company, duly organized and existing under the laws of The Commonwealth of Massachusetts;
2. It has the corporate power and authority to carry on its business in The Commonwealth of Massachusetts;
3. All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement;
4. No legal or administrative proceedings have been instituted or threatened which would impair State Street’s ability to perform its duties and obligations under this Agreement;
5. Its entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of State Street or any law or regulation applicable to it; and It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.
By State Street. State Street will indemnify, defend and hold harmless the applicable BTC Recipient, its Affiliates, and their 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) breach by State Street or any State Street Personnel of any of its data protection, information security or confidentiality obligations hereunder or under a Service Module to which such BTC Recipient is a signatory;
(b) any claim of infringement or misappropriation of any Intellectual Property Right alleged to have occurred because of systems or other Intellectual Property provided by or on behalf of State Street or based upon the performance of the Services (collectively, the “State Street Infringement Items”), except to the extent that such infringement or misappropriation relates to or results from:
(i) changes made by any BTC Recipient or by a third party at the direction of a BTC Recipient to the State Street Infringement Items;
(ii) changes to the State Street Infringement Items recommended by State Street and not made due to a request from any BTC Recipient, provided that State Street has notified such BTC Recipient that failure to implement such recommendation would result in infringement within a reasonable amount of time for such BTC Recipient to so implement following such notification;
(iii) any BTC Recipient’s combination of the State Street Infringement Items with products or services not provided or approved in writing by State Street, except to the extent such combination arises out of any BTC Recipient’s use of the State Street Infringement Items in a manner consistent with the applicable business requirements documentation;
(iv) designs or specifications that in themselves infringe and that are provided by or at the direction of any BTC Recipient (except in the event of a knowing infringement by State Street); or
(v) use by a BTC Recipient of any of the State Street Infringement Items in a man...
By State Street. State Street acknowledges and agrees that the Services are personal in nature. Without the prior written consent of all affected BTC Recipients (which consent may be withheld in any BTC Recipient’s sole discretion), State Street will not have the right to transfer or assign its rights or obligations under the Service Modules for any reason whatsoever, including by operation of Law.
By State Street. State Street makes the following representations, warranties and covenants to each BTC Recipient:
By State Street. State Street may, by giving written notice to the relevant BTC Recipient, terminate any Service Module with respect to such BTC Recipient as of a date specified in the notice of termination only if each such BTC Recipient: (i) materially breaches (which shall be deemed to include any material breach by any Third-Party Provider or other agent of such BTC Recipient) any of its obligations to indemnify or adhere to obligations with respect to confidentiality or the use or protection of State Street’s Intellectual Property, whether arising under this Agreement, any Service Module, or the License Agreements, which breach is not cured (or capable of cure) within thirty (30) days after State Street notifies BTC of such breach; or (ii) fails to pay State Street undisputed fees when due under such Service Module totaling at least four (4) months’ fees, and fails to cure such breach within thirty (30) days of notice from State Street of the failure to make payment.
By State Street. State Street may, by giving written notice to the relevant BFA Recipient, terminate any Service Module with respect to such BFA Recipient as of a date specified in the notice of termination only if: (i) each 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 or the use or protection of State Street’s Intellectual Property, whether arising under this Agreement, any Service Module, or the License Agreements, which breach is not cured (or capable of cure) within thirty (30) days after State Street notifies BFA of such breach; or (ii) a BFA Recipient or BFA, on behalf of a BFA Recipient, fails to pay State Street undisputed fees when due under such Service Module totaling at least four (4) months’ fees, and fails to cure such breach within thirty (30) days of notice from State Street of the failure to make payment.
By State Street. State Street may, by giving written notice to the relevant BTC Recipient, terminate any Service Module with respect to such BTC Recipient as of a date specified in the notice of termination only if each such BTC Recipient: (i) materially breaches (which shall be deemed to include any material breach by any Third-Party Provider or other agent of such BTC Recipient) any of its obligations to indemnify or adhere to obligations with respect to confidentiality or the use or protection of State Street’s Intellectual Property, whether arising under this Agreement, any Service Module, or the License Agreements, which breach is not cured (or capable of cure) within thirty (30) days after State Street notifies BTC of such breach; or (ii) fails to pay State Street undisputed fees when due under such Service Module totaling at least four (4) months’ fees, and fails to cure such breach within thirty (30) days of notice from State Street of the failure to make payment. Master Services Agreement 25 BTC | State Street CONFIDENTIAL (c) Expiration of Termination Rights. Except with respect to termination for Change of Control of State Street under Section 7.3(a)(vi), neither Party may invoke any termination right under this Section 7.3 after one (1) year following the later of: (i) the date upon which such Party obtains actual knowledge of the event which first gave rise to such termination right, and (ii) the date upon which such Party becomes aware of the full and final impact of such event.
By State Street. State Street represents and warrants that: -----------------
a) It is a Massachusetts trust company, duly organized and existing under the laws of The Commonwealth of Massachusetts;
b) It has the corporate power and authority to carry on its business in The Commonwealth of Massachusetts;
c) All requisite corporate proceedings have been taken to authorized it to enter into and perform this Agreement;
d) No legal or administrative proceedings have been instituted or threatened which would impair State Street's ability to perform its duties and obligations under this Agreement; and
e) Its entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of State Street or any law or regulation applicable to it.
By State Street. State Street acknowledges and agrees that the Services are personal in nature. Without the prior written consent of all affected BGI Recipients (which consent may be withheld in any BGI Recipient's sole discretion), State Street will not have the right to transfer or assign its rights or obligations under the Service Modules for any reason whatsoever, including by operation of Law.
By State Street. State Street makes the following representations, warranties and covenants to each BGI Recipient:
(a) Adequate Resources, Skill and Experience. State Street warrants and covenants that it will use adequate numbers of qualified State Street Personnel with suitable training, education, experience and skill to perform the Services in accordance with the Standard of Care. State Street represents that it is skilled and experienced in providing services similar to the Services for customers other than the BGI Recipients. Master Services Agreement 41 BGI | State Street CONFIDENTIAL Portions of this agreement have been omitted pursuant to a request for confidential treatment request by BlackRock Institutional Trust Company, N.A. and have been filed separately with the Securities Exchange Commission.
