By Provider. Provider acknowledges and agrees that the Services are personal in nature. Without the prior written consent of all affected Lending Funds (which consent may be withheld in any Lending Fund’s sole discretion), Provider will not have the right to transfer or assign its rights or obligations under this Agreement, except as part of a resolution or other insolvency proceeding for such Provider or a parent entity thereof.
By Provider. Subject to this Article 21 and Article 22, Provider will indemnify, defend and hold harmless BFA and the BFA Recipients and their respective Affiliates, and their and their Affiliate’s 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 Provider. Provider will perform the Services in a professional and workmanlike manner.
By Provider. Provider will indemnify, defend, and hold harmless Customer from and against all liabilities, damages, and costs (including settlement costs and reasonable legal fees) arising out of any claim by a third party against Customer to the extent based on an allegation that Provider's technology used to provide the Services to the Customer infringes or misappropriate any copyright, trade secret, patent, or trademark right of the third party. In no event will Provider have any obligations or liability under this section arising from:
By Provider. If Customer cannot resolve a support issue as described above, Customer may escalate the issue to Provider in accordance with the TSS Guidelines. Subject to Clauses 1.6 (Supported Chrome OS Hardware) and 1.8 (Termination of Support for Chrome OS Hardware) above and Customer’s compliance with these Product Passthrough Terms, Provider will provide TSS to Customer in accordance with the TSS Guidelines.
By Provider. Upon executing this Agreement, except for the duties and obligations set forth in this Agreement, Provider, its affiliates and subsidiaries, and each of their owners, officers, directors, managers, partners, shareholders, members, employees, agents, and representatives (as the “Provider-Releasor”) irrevocably releases, forever discharges and covenants not to xxx Cigna and its agents, employees, servants, directors, officers, attorneys, assigns, successors, partnerships, associations, all their parents, subsidiaries, affiliates, related partnerships, and corporations, and any self-funded payors whose plans are administered by Cigna and the Plans and plan participants, beneficiaries and dependents covered under the Plans (individually and collectively, the “Payor-Releasee”), and each Payor-Releasee’s fiduciaries, heirs, executors, administrators, attorneys, successors, and permitted assigns, from all actions, causes of action, suits, losses, debts, dues, sums of money, payments (including any additional payments claimed with respect to any underpaid claims), costs, expenses (including without limitation attorneys’ fees), disbursements, accounts, reckonings, bonds, bills, proceedings, controversies, trespasses, damages, penalties, interest, judgments, extents, executions, claims or demands of any type or nature whatsoever, in law or equity, whether known or unknown, recorded or unrecorded, whether or not threatened or pending, or fixed, contingent, or otherwise, which against the Payor-Releasee, the Provider-Releasor, or the Provider-Releasor’s heirs, executors, administrators, successors, and permitted assigns, ever had, now have, or hereafter can, shall, or may have for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through and including the Effective Date of this Agreement. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.
By Provider. Subject to the provisions of Section 12.1, Provider shall defend, indemnify and hold harmless Client, its officers, directors, employees, agents and representatives against any losses, costs damages, liabilities and expenses (including, without limitation, reasonable attorneys’ fees) arising from third party claims that the Service (or Client’s use thereof) infringes any patent, copyright, trademark, trade secret or other proprietary right or right of confidentiality of any third party. Provider’s obligation shall not extend to a claim based on any alleged infringement arising from any: (a) third party component of the Service; (b) additions, changes or modifications to any Application by or on behalf of Client; (c) incorporation of the Service or any Application or any component thereof into any other product or process; or (d) use of the Service or any Application other than as permitted by this Agreement. Should the Service or any Application become, or in Provider’s opinion be likely to become, the subject of any such suit or action for infringement or if Client is enjoined from using the Service, Provider shall, at Provider’s option and expense, procure for Client the right to continue using the Service or component thereof, or replace or modify such Service or component thereof, so that it becomes non-infringing. If in Provider’s sole judgment, such procurement, replacement or modification is not commercially feasible; Provider may cancel this Agreement subject to damages caused to Client; such damages not to exceed the amounts actually paid to Provider by Client in the twelve (12) month period immediately preceding liability hereunder. This Section states Provider’s entire liability for infringement claims relating to the Service or any Application. This Section 13.1 states Provider’s sole liability and Client’s sole remedy for any infringement claims.
By Provider. Provider makes the following representations, warranties and covenants to each Lending Fund:
By Provider. Provider may, by giving written notice to BTC, terminate this Agreement with respect to any Lending Fund as of a date specified in the notice of termination (i) as set forth in Section 3.6(g); or (ii) if a Lending Fund materially breaches (which shall be deemed to include any material breach by any Third Party Provider or other agent of such Lending Fund) any of its obligations as set forth in Section 6.1(a), which breach is not cured (to the extent capable of cure) within thirty (30) days after Provider notifies BTC of such breach.
By Provider. Subject to Section 6.2, Provider shall indemnify, defend and hold harmless Recipient and its directors, officers, employees, agents and other representatives (collectively, the “Recipient Indemnitees”) from and against all liabilities, losses, damages, penalties, judgments, suits, claims, grievances, costs and expenses of any kind whatsoever, including the reasonable fees and disbursements of counsel (collectively, “Losses”), that they, or any of them, may sustain or incur as a result of (i) the breach of any covenant made by Provider in this Agreement or (ii) willful misconduct or actual fraud on the part of Provider or any of its Affiliates in connection with the performance of this Agreement.