BFA Obligations Sample Clauses

BFA Obligations. (a) Other than breaches by a BFA Recipient of its obligations to indemnify or adhere to obligations with respect to confidentiality or the use or protection of Provider’s Intellectual Property Rights, or failure by a BFA Recipient (or BFA, on behalf of a BFA Recipient), to pay undisputed amounts when due, the failure of a BFA Recipient to perform any of its responsibilities will not be deemed a breach of this Agreement solely for the purposes of determining Provider’s rights to terminate or suspend Services under this Agreement. (b) Subject to Sections 6.3 and 8.1(a) above, the BFA Recipients will: (i) perform, and cause Third Party Providers to perform, as required hereunder; (ii) give Provider such Proper Instructions as Provider reasonably requests to enable Provider to fulfill its duties and obligations hereunder; (iii) provide, and cause Third Party Providers to make available, information and data to Provider as reasonably required for Provider to be able to perform its obligations hereunder; and (iv) use commercially reasonable review and control procedures that are designed to ensure that: (A) all trade instructions delivered to Provider are duly authorized and comply with applicable Laws and internal compliance procedures, policies and investment restrictions applicable to such BFA Recipients; and (B) information and data provided by the BFA Recipients is accurate. (c) Except as otherwise provided herein, the BFA Recipients (or BFA, on behalf of the applicable BFA Recipients) will bear all expenses incurred by such BFA Recipients’ operation of their businesses. Notwithstanding the foregoing, BFA and the BFA Recipients will not be responsible for the cost of any conversions to Provider systems or changes required to be made to BFA Technology in order to accommodate such conversions, except to the extent such a Change is expressly requested to be accelerated or otherwise modified in any material respect by BFA or a BFA Recipient and with the agreement of BFA.