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Common use of Indemnification by Bank Clause in Contracts

Indemnification by Bank. Except to the extent of any Losses which arise from the direct acts or omissions of UNI or an Affiliate of UNI, or a UNI Third Party Service Provider, including a violation of Applicable Law in respect of UNI’s obligations hereunder, Bank shall be liable to and shall indemnify and hold harmless UNI and its officers, directors, employees, agents and Affiliates and permitted assigns, from and against any Losses arising out of any Claim in connection with (i) a breach by Bank of any of the terms and conditions of this Agreement, including any Losses resulting from Bank’s non-compliance with Applicable Laws in respect of its obligations in connection with the Program hereunder, (ii) an inaccuracy of any representation or warranty made by Bank herein (iii) infringement or alleged infringement by Bank or by any Bank Third Party Service Providers of any Marks of UNI, or the use thereof hereunder or any infringement or misappropriation or alleged infringement or misappropriation of any Intellectual Property Rights, and (iv) an Information Security Incident involving Customer Information that is in the possession, custody or control of Bank.

Appears in 3 contracts

Samples: Loan Program Agreement (Upstart Holdings, Inc.), Loan Program Agreement (Upstart Holdings, Inc.), Loan Program Agreement (Upstart Holdings, Inc.)