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 makes the following representations, warranties and covenants to each BFA Recipient:
By Provider. Provider acknowledges and agrees that the Services are personal in nature. Without the prior written consent of all affected BFA Recipients (which consent may be withheld in any BFA Recipient’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. Provider warrants to Adtran that Provider will provide all required consumer notices and disclosures and, where required, secure consents, each in compliance with applicable laws and these Mosaic One Terms prior to using or giving access to Authorized Users to the Service.
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. 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.
By Provider. Provider agrees to indemnify and hold Adtran and its licensors and suppliers, and its and their directors, officers, employees, and agents (“Adtran Parties”) harmless from and against any and all damages, costs, liabilities, expenses and settlement amounts incurred in connection with any suit, claim, or action by any third party or regulatory proceeding arising out of (a) Provider’s or any Authorized User’s misuse of Adtran Property, including without limitation modifications by Provider and/or any Authorized User to the Services not authorized by the Adtran Parties; (b) Provider’s breach of its obligations under Section 8.4 (Authorized User Data); (c) breach or non- fulfillment of Provider’s obligations under any DPA entered into in relation to the Services;
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. Provider makes the following representations, warranties and covenants to each Lending Fund:
