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-7- <br />Customer such U.S. Securities and cash. Upon termination of this Agreement, except as otherwise provided herein, all obligations of <br />the parties to each other hereunder shall cease. <br />ARTICLE VIII <br />MISCELLANEOUS <br />1. Customer agrees to furnish to Custodian a new Certificate of Authorized Persons in the event of any change in the <br />then present Authorized Persons. Until such new Certificate is received, Custodian shall be fully protected in acting upon Written <br />Instructions of such present Authorized Persons. <br />2. Any notice or other instrument in writing, authorized or required by this Agreement [o be given to Custodian, shall <br />be sufficiently given if addressed to Custodian and received by it at its offices at 700 South Flower Street. Suite 500, Los Angeles, <br />California 90017_or at such other place as Custodian may from time to time designate in writing. <br />3. Any notice or other instrument in writing, authorized or required by this Agreement to be given to Customer shall be <br />sufficiently given if addressed to Customer and received by it at its offices at 20 Civic Center Plaza_ M15 <br />Santa Ana. CA 92701 or at such other place as Customer may from time to time designate in writing. <br />4. Each and every right granted to either party hereunder or under any other document delivered hereunder or in <br />connection herewith, or allowed it by law or equity, shall be cumulative and may be exercised from time to time. No failure on the <br />part of either party to exercise, and no delay in exercising, any right will operate as a waiver thereof, nor will any single or partial <br />exercise by either party of any right preclude any other or future exercise thereof or the exercise of any other right. <br />5. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any <br />jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations shall not in any way be affected <br />thereby. This Agreement may not be amended or modified in any manner except by a written agreement executed by both parties. <br />This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided <br />however, that this Agreement shall not be assignable by either party without the written consent of the other. <br />6. (a) This Agreement shall be construed in accordance with the substantive laws of the State of California, without <br />regard to conflicts of laws principles thereof. Customer and Custodian hereby consent to the jurisdiction of a state or federal court <br />situated in California in connection with any dispute arising hereunder. To the extent that in any jurisdiction Customer may now or <br />hereafter be entitled to claim, for itself or its assets, immunity from suit, execution, attachment (before or after judgment) or other <br />legal process, Customer irrevocably agrees not to claim, and it hereby waives, such immunity. Customer and Custodian each hereby <br />irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement. <br />(b) The parties hereto agree that the establishment and maintenance of the Account, and all interests, duties and <br />obligations with respect thereto, shall be governed by the laws of the State of California. <br />(c) For Governmental Entities: If permissible by law; to the extent that in any jurisdiction Customer may now or <br />hereafter be entitled to claim, for itself or its assets, immunity from suit, execution, attachment (before or after judgment) or other <br />legal process, Customer irrevocably agrees not to claim, and it hereby waives, such immunity <br />7. The parties hereto agree that in performing hereunder, Custodian is acting solely on behalf of Customer and no <br />contractual or service relationship shall be deemed to be established hereby between Custodian and any other person. <br />8. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, <br />but such counterparts shall, together, constitute only one instrument. <br />9. Customer hereby acknowledges that Custodian is subject to federal laws, including the Customer Identification <br />Program (CIP) requirements under the USA PATRIOT Act and its implementing regulations, pursuant to which Custodian must <br />obtain, verify and record information that allows Custodian to identify Customer. Accordingly, prior to opening an Account hereunder <br />Custodian will ask Customer to provide certain information including, but not limited to, Customer's name, physical address, tax <br />identification number and other information that will help Custodian to identify and verify Customer's identity such as organizational <br />documents, certificate of good standing, license to do business, or other pertinent identifying information. Customer agrees that <br />Custodian cannot open an Account hereunder unless and until the Custodian verifies the Customer's identity in accordance with its <br />CIP.