By Carrier. Carrier shall defend, indemnify, and hold harmless Vertafore, and its permitted assigns, from and against any and all Claims, arising out of or in connection with the use of the Interface or the results thereof by Carrier, its employees, agents and contractors, including specifically where a claim arises due to Carrier’s failure to implement proper security or encryption functionality.
By Carrier. The Carrier shall have the right to assign its rights and obligations, or parts thereof, under this Agreement without the consent of, but with notice to, the Shipper, provided that the Carrier has made provision for the continued operation of the Mainline System and any Expansions thereto by a Person who has the necessary experience in the operation of oil pipelines.
By Carrier. Carrier will be entitled to assign all or part of this Agreement or any or all of its rights and obligations hereunder to an affiliate or any legal entity which may acquire all or substantially all of the Pipeline. Any other assignment by Carrier (other than an assignment permitted under Section 13(c)) shall be subject to Shipper’s prior written consent, which consent shall not to be unreasonably withheld, conditioned, or delayed.
By Carrier. Carrier shall indemnify, defend and hold harmless BTS Company, its Affiliates, directors, officers, shareholders, agents, and employees thereof from and against any fine, penalty, loss, cost, damage, injury, claim, expense (including reasonable attorney and other professional fees and costs and all reasonable fees and costs associated with enforcing this indemnification), or liability incurred by BTS Company as the result of (i) any breach of Carrier's obligations under this Agreement, or (ii) the negligence or intentional misconduct of Carrier arising directly out of the performance of this Agreement, including any election by Carrier to pursue certain rights under this Agreement.
By Carrier. In no event shall Carrier alter the operations of Carrier's Equipment or replace, upgrade or otherwise modify the operations of Carrier's Equipment in a manner which will cause material interference with the operations of any other equipment which is then in existence on the Tower and for which Tower Company has a written contractual agreement with an independent bona fide third party who has commenced rental payments under a written contractual agreement with Tower Company and has placed their equipment upon the Tower Facility upon the Applicable Tower Site or are scheduled to place their equipment upon the Tower Facility upon the Applicable Tower Site within sixty (60) days of such request. Carrier agrees that in the event Carrier's Equipment causes material interference with any existing equipment upon the Tower Facilities which was placed upon the Tower Facilities prior to the installation of any modifications to Carrier Equipment upon the Tower Facilities, Carrier will take all steps necessary to correct and eliminate the material interference. If such material interference cannot be eliminated within five (5) business days after receipt by Carrier from Tower Company of notice of the existence of material interference, Carrier shall cease operation of Carrier's Equipment (except for intermittent operation for the purpose of testing, after performing maintenance, repair, modification, replacement or other action taken for the purpose of correcting such material interference) until such material interference is corrected. If the material interference is not corrected within the five (5) business day period, Tower Company may take such actions as are permitted by law and can be conducted without breach of the peace such as causing such Carrier to disconnect the electric power and shut down Carrier's equipment (except for intermittent operation for the purpose of testing, after performing maintenance, repair, modification, replacement, or other action taken for the purpose of correcting such material interference) until such material interference is corrected. Carrier covenants that Carrier's Equipment shall be operated in compliance with all applicable federal state and local laws, ordinances and regulations.
By Carrier. In no event shall Carrier alter the operations of Carrier's Equipment or replace, upgrade or otherwise modify the operations of Carrier's Equipment or otherwise use the Premises in a manner which will cause interference with the operations of any other equipment which is then in existence on the Tower and for which Tower Company has a written contractual agreement with an independent bona fide third party. Carrier agrees that in the event Carrier's Equipment causes interference with any existing equipment upon the Tower Facilities which was placed upon the Tower Facilities prior to the installation of Carrier's Equipment or of any modifications to Carrier's Equipment upon the Tower Facilities, Carrier will take all steps necessary to correct and eliminate the interference. If such interference cannot be eliminated within twenty-four (24) hours after receipt by Carrier from Tower Company of notice of the existence of interference, Carrier shall cease operation of Carrier's Equipment (except for intermittent operation for the purpose of testing, after performing maintenance, repair, modification, replacement, or other action taken for the purpose of correcting such interference) until such interference is corrected. Carrier covenants that Carrier's Equipment shall be operated in compliance with all applicable federal state and local laws, ordinances and regulations.
By Carrier. Carrier will indemnify, defend, and hold harmless AuthDirect from any loss, cost, expense or liability (including but not limited to attorney fees and awarded damages) arising out of a claim (other than any claim for which Carrier is entitled to be indemnified by AuthDirect under Section 6.1) relating to the use of the Tollbooth Service by Carrier or its subscribers, or the use of the content or materials provided by Carrier by AuthDirect as permitted hereunder.
