By State Street. State Street represents and warrants that:
By State Street. State Street makes the following representations, warranties and covenants to each BTC Recipient:
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:
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 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 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:
By State Street. State Street may, by giving written notice to the relevant BGI Recipient, terminate any Service Module with respect to such BGI Recipient as of a date specified Master Services Agreement 24 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. in the notice of termination only if each such BGI Recipient: (i) materially breaches (which shall be deemed to include any material breach by any Third-Party Provider or other agent of such BGI 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 BGI 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.
