Exhibit (K)(2)
THE
BANK OF
NEW
YORK
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STOCK TRANSFER AGENCY AGREEMENT
between
Xxxxxx & Xxxxxx Group, Inc.
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and
THE BANK OF NEW YORK
Dated as of November 19, 1988
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ACCOUNT NUMBER (S)
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STOCK TRANSFER AGENCY AGREEMENT
AGREEMENT, made as of November 19, 1988, by and between Xxxxxx & Xxxxxx
Group, Inc., a corporation organized and existing under the laws of the State of
New York (hereinafter referred to as the "Customer"), and THE BANK OF NEW YORK,
a New York trust company (hereinafter referred to as the "Bank").
W I T N E S S E T H :
That for and in consideration of the mutual promises hereinafter set
forth, the parties hereto covenant and agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and phrases shall
have the following meanings:
1. "Business Day" shall be deemed to be each day on which the
Bank is open for business.
2. "Certificate" shall mean any notice, instruction, or other
instrument in writing, authorized or required by this Agreement to be given to
the Bank by the Customer which is signed by any Officer, as hereinafter
defined, and actually received by the Bank
3. "Officer" shall be deemed to be the Customer's Chief
Executive Officer, President, any Vice President, the Secretary, the Treasurer,
the Controller, any Assistant Treasurer, and any Assistant Secretary duly
authorized by the Board of Directors of the Customer to execute any
Certificate, instruction, notice or other instrument on behalf of the Customer
and named in a Certificate, as such Certificate may be amended from time to
time.
4. "Shares" shall mean all or any part of each class of the
shares of capital stock of the Customer which from time to time are authorized
and/or issued by the Customer and identified in a Certificate of the Secretary
of the Customer under corporate seal, as such Certificate may be amended from
time to time, with respect to which the Bank is to act hereunder.
ARTICLE II
APPOINTMENT OF BANK
1. The Customer hereby constitutes and appoints the Bank as
its agent to perform the services described herein and as more particularly
described in Schedule I attached hereto (the "Services"), and the Bank hereby
accepts appointment as such agent and agrees to perform the Services in
accordance with the terms hereinafter set forth.
2. In connection with such appointment, the Customer shall
deliver the following documents to the Bank:
(a) A certified copy of the Certificate of Incorporation or
other document evidencing the Customer's form of
organization (the "Charter") and all amendments
thereto;
(b) A certified copy of the By-Laws of the Customer;
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(c) A certified copy of a resolution of the Board of
Directors of the Customer appointing the Bank to
perform the Services and authorizing the execution and
delivery of this Agreement;
(d) A Certificate signed by the Secretary of the Customer
specifying: the number of authorized Shares, the number
of such authorized Shares issued and currently
outstanding, and the names and specimen signatures of
all persons duly authorized by the Board of Directors
of the Customer to execute any Certificate on behalf of
the Customer, as such Certificate may be amended from
time to time;
(e) A Specimen Share certificate for each class of Shares
in the form approved by the Board of Directors of the
Customer, together with a Certificate signed by the
Secretary of the Customer as to such approval and
covenanting to supply a new such Certificate and
specimen whenever such form shall change;
(f) An opinion of counsel for the Customer, in a form
satisfactory to the Bank, with respect to the validity
of the authorized and outstanding Shares, the obtaining
of all necessary governmental consents, whether such
Shares are fully paid and non-assessable and the status
of such Shares under the Securities Act of 1933, as
amended, and any other applicable law or regulation
(i.e., if subject to registration, that they have been
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registered and that the Registration Statement has
become effective or, if exempt, the specific grounds
therefor);
(g) A list of the name, address, social security or
taxpayer identification number of each Shareholder,
number of Shares owned, certificate numbers, and
whether any "stops" have been placed; and
(h) An opinion of counsel for the Customer, in a form
satisfactory to the Bank, with respect to the due
authorization by the Customer and the validity and
effectiveness of the use of facsimile signatures by the
Bank in connection with the countersigning and
registering of Share certificates of the Customer.
3. The Customer shall furnish the Bank with a sufficient
supply of blank Share certificates and from time to time will renew such supply
upon request of the Bank. Such blank Share certificates shall be properly
signed, by facsimile or otherwise, by Officers of the Customer authorized by law
or by the By-Laws to sign Share certificates, and, if required, shall bear the
corporate seal or a facsimile thereof.
ARTICLE III
AUTHORIZATION AND ISSUANCE OF SHARES
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1. The Customer shall deliver to the Bank the following
documents on or before the effective date of any increase, decrease or other
change in the total number of Shares authorized to be issued:
(a) A certified copy of the amendment to the Charter giving
effect to such increase, decrease or change;
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(b) An opinion of counsel for the Customer, in a form
satisfactory to the Bank, with respect to the validity
of the Shares, the obtaining of all necessary
governmental consents, whether such Shares are fully
paid and non-assessable and the status of such Shares
under the Securities Act of 1933, as amended, and any
other applicable federal law or regulations (i.e., if
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subject to registration, that they have been registered
and that the Registration Statement has become
effective or, if exempt, the specific grounds
therefor); and
(c) In the case of an increase, if the appointment of the
Bank was theretofore expressly limited, a certified
copy of a resolution of the Board of Directors of the
Customer increasing the authority of the Bank
2. Prior to the issuance of any additional Shares
pursuant to stock dividends, stock splits or otherwise, and prior to any
reduction in the number of Shares outstanding, the Customer shall deliver the
following documents to the Bank:
(a) A certified copy of the resolutions adopted by the
Board of Directors and/or the shareholders of the
Customer authorizing such issuance of additional Shares
of the Customer or such reduction, as the case may be;
(b) A certified copy of the order or consent of each
governmental or regulatory authority required by law as
a prerequisite to the issuance or reduction of such
Shares, as the case may be, and an opinion of counsel
for the Customer that no other order or consent is
required; and
(c) An opinion of counsel for the Customer, in a form
satisfactory to the Bank, with respect to the validity
of the Shares, the obtaining of all necessary
governmental consents, whether such Shares are fully
paid and non-assessable and the status of such Shares
under the Securities Act of 1933, as amended, and any
other applicable law or regulation (i.e., if subject to
----
registration, that they have been registered and that
the Registration Statement has become effective, or, if
exempt, the specific grounds therefor).
ARTICLE IV
RECAPITALIZATION OR CAPITAL ADJUSTMENT
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1. In the case of any negative stock split, recapitalization
or other capital adjustment requiring a change in the form of Share
certificates, the Bank will issue Share certificates in the new form in exchange
for, or upon transfer of, outstanding Share certificates in the old form, upon
receiving:
(a) A Certificate authorizing the issuance of Share
certificates in the new form;
(b) A certified copy of any amendment to the Charter with
respect to the change;
(c) Specimen Share certificates for each class of Shares in
the new form approved by the Board of Directors of the
Customer, with a Certificate signed by the Secretary of
the Customer as to such approval;
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(d) A certified copy of the order or consent of each
governmental or regulatory authority required by law as
a prerequisite to the issuance of the Shares in the new
form, and an opinion of counsel for the Customer that
the order or consent of no other governmental or
regulatory authority is required; and
(e) An opinion of counsel for the Customer, in a form
satisfactory to the Bank, with respect to the validity
of the Shares in the new form, the obtaining of all
necessary governmental consents, whether such Shares
are fully paid and non-assessable and the status of
such Shares under the Securities Act of 1933, as
amended, and any other applicable law or regulation
(i.e., if subject to registration, that the Shares have
----
been registered and that the Registration Statement has
become effective or, if exempt, the specific grounds
therefore).
2. The Customer shall furnish the Bank with a sufficient
supply of blank Share certificates in the new form, and from time to time will
replenish such supply upon the request of the Bank. Such blank Share
certificates shall be properly signed, by facsimile or otherwise, by Officers
of the Customer authorized by law or by the By-Laws to sign Share certificates
and, if required, shall bear the corporate seal or a facsimile thereof.
ARTICLE V
ISSUANCE AND TRANSFER OF SHARES
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1. The Bank will issue Share certificates upon receipt of a
Certificate from an Officer, but shall not be required to issue Share
certificates after it has received from an appropriate federal or state
authority written notification that the sale of Shares has been suspended or
discontinued, and the Bank shall be entitled to rely upon such written
notification. The Bank shall not be responsible for the payment of any original
issue or other taxes required to be paid by the Customer in connection with the
issuance of any Shares.
2. Shares will be transferred upon presentation to the Bank
of Share certificates in form deemed by the Bank properly endorsed for transfer,
accompanied by such documents as the Bank deems necessary to evidence the
authority of the person making such transfer, and bearing satisfactory evidence
of the payment of applicable stock transfer taxes. In the case of small estates
where no administration is contemplated, the Bank may, when furnished with an
appropriate surety bond, and without further approval of the Customer, transfer
Shares registered in the name of the decedents where the current market value of
the Shares being transferred does not exceed such amount as may from time to
time be prescribed by the various states. The Bank reserves the right to refuse
to transfer Shares until it is satisfied that the endorsements on Share
certificates are valid and genuine, and for that purpose it may require, unless
otherwise instructed by an Officer of the Customer, a guaranty of signature by
an "eligible guarantor institution" meeting the requirements of the Bank, which
requirements include membership or participation in STAMP or such other
"signature guarantee program" as may be determined by the Bank in addition to,
or in substitution for, STAMP, all in accordance with the Securities Exchange
Act of 1934, as amended. The Bank also reserves the right to refuse to transfer
Shares until it is satisfied that the requested transfer is legally authorized,
and it shall incur no liability for the refusal in good faith to make transfers
which the Bank, in its judgment, deems improper or unauthorized, or until it is
satisfied that there is no basis to any claims adverse to such transfer. The
Bank may, in effecting transfers of Shares, rely upon those provisions of the
Uniform Act for the Simplification of Fiduciary Security Transfers or the
Uniform Commercial Code, as the same may be amended from time to time,
applicable to the transfer of securities, and the Customer shall indemnify the
Bank for any act done or omitted by it in good faith in reliance upon such laws.
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3. All certificates representing Shares that are subject to
restrictions on transfer (e.g., securities acquired pursuant to an investment
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representation, securities held by controlling person, securities subject to
stockholders' agreement, etc.), shall be stamped with a legend describing the
extent and conditions of the restrictions or referring to the source of such
restrictions. The Bank assumes no responsibility with respect to the transfer of
restricted securities where counsel for the Customer advises that such transfer
may be properly effected.
ARTICLE VI
DIVIDENDS AND DISTRIBUTIONS
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1. The Customer shall furnish to the Bank a copy of a
resolution of its Board of Directors, certified by the Secretary or any
Assistant Secretary, either (i) setting forth the date of the declaration of a
dividend or distribution, the date of accrual or payment, as the case may be,
the record date as of which shareholders entitled to payment, or accrual, as
the case may be shall be determined, the amount per Share of such dividend or
distribution, the payment date on which all previously accrued and unpaid
dividends are to be paid, and the total amount, if any, payable to the Bank on
such payment date, or (ii) authorizing the declaration of dividends and
distributions on a periodic basis and authorizing the Bank to rely on a
Certificate setting forth the information described in subsection (i) of this
paragraph.
2. Prior to the payment date specified in such Certificate or
resolution, as the case may be, the Customer shall, in the case of a cash
dividend or distribution, pay to the Bank an amount of cash, sufficient for the
Bank to make the payment, specified in such Certificate or resolution, to the
shareholders of record as of such payment date. The Bank will, upon receipt of
any such cash, (i) in the case of shareholders who are participants in a
dividend reinvestment and/or cash purchase plan of the Customer, reinvest such
cash dividends or distributions in accordance with the terms of such plan, and
(ii) in the case of shareholders who are not participants in any such plan, make
payment of such cash dividends or distributions to the shareholders of record as
of the record date by mailing a check, payable to the registered shareholder, to
the address of record or dividend mailing address. The Bank shall not be liable
for any improper payment made in accordance with a Certificate or resolution
described in the preceding paragraph. If the Bank shall not receive sufficient
cash prior to the payment date to make payments of any cash dividend or
distribution pursuant to subsections (i) and (ii) above to all shareholders of
the Customer as of the record date, the Bank shall, upon notifying the Customer,
withhold payment to all shareholders of the Customer as of the record date until
sufficient cash is provided to the Bank.
3. It is understood that the Bank shall in no way be
responsible for the determination of the rate or form of dividends or
distributions due to the shareholders.
4. It is understood that the Bank shall file such appropriate
information returns concerning the payment of dividends and distributions with
the proper federal, state and local authorities as are required by law to be
filed by the Customer but shall in no way be responsible for the collection or
withholding of taxes due on such dividends or distributions due to shareholders,
except and only to the extent required of it by applicable law.
ARTICLE VII
CONCERNING THE CUSTOMER
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1. The Customer shall promptly deliver to the Bank written
notice of any change in the Officers authorized to sign Share certificates,
Certificates, notifications or requests, together with a specimen signature of
each new Officer. In the event any Officer who shall have signed manually or
whose facsimile signature shall have been affixed to blank Share certificates
shall
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die, resign or be removed prior to issuance of such Share certificates, the Bank
may issue such Share certificates as the Share certificates of the Customer
notwithstanding such death, resignation or removal, and the Customer shall
promptly deliver to the Bank such approvals, adoptions or ratifications as may
be required by law.
2. Each copy of the Charter of the Customer and copies of all
amendments thereto shall be certified by the Secretary of State (or other
appropriate official) of the state of incorporation, and if such Charter and/or
amendments are required by law also to be filed with a county or other officer
or official body, a certificate of such filing shall be filed with a certified
copy submitted to the Bank. Each copy of the By-Laws and copies of all
amendments thereto, and copies of resolutions of the Board of Directors of the
Customer, shall be certified by the Secretary or an Assistant Secretary of the
Customer under the corporate seal.
3. Customer hereby represents and warrants:
(a) It is a corporation duly organized and validly existing
under the laws of New York.
(b) This Agreement has been duly authorized, executed and
delivered on its behalf and constitutes the legal,
valid and binding obligation of Customer. The
execution, delivery and performance of this Agreement
by Customer do not and will not violate any applicable
law or regulation and do not require the consent of any
governmental or other regulatory body except for such
consents and approvals as have been obtained and are in
full force and effect.
ARTICLE VIII
CONCERNING THE BANK
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1. The Bank shall not be liable and shall be fully protected
in acting upon any oral instruction, writing or document reasonably believed by
it to be genuine and to have been given, signed or made by the proper person or
persons and shall not be held to have any notice of any change of authority of
any person until receipt of written notice thereof from an Officer of the
Customer. It shall also be protected in processing Share certificates which it
reasonably believes to bear the proper manual or facsimile signatures of the
duly authorized Officer or Officers of the Customer and the proper
countersignature of the Bank.
2. The Bank may establish such additional procedures, rules
and regulations governing the transfer or registration of Share certificates as
it may deem advisable and consistent with such rules and regulations generally
adopted by bank transfer agents.
3. The Bank may keep such records as it deems advisable but
not inconsistent with resolutions adopted by the Board of Directors of the
Customer. The Bank may deliver to the Customer from time to time at its
discretion, for safekeeping or disposition by the Customer in accordance with
law, such records, papers, Share certificates which have been cancelled in
transfer or exchange and other documents accumulated in the execution of its
duties hereunder as the Bank may deem expedient, other than those which the
Bank is itself required to maintain pursuant to applicable laws and
regulations, and the Customer shall assume a11 responsibility for any failure
thereafter to produce any record, paper, cancelled Share certificate or other
document so returned, if and when required. The records maintained by the Bank
pursuant to this paragraph which have not been previously delivered to the
Customer pursuant to the foregoing provisions of this paragraph shall be
considered to be the property of the Customer, shall be considered to be the
property of the
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Customer, shall be made available upon request for inspection by the Officers,
employees and auditors of the Customer, and shall be delivered to the Customer
upon request and in any event upon the date of termination of this Agreement, as
specified in Article IX of this Agreement, in the form and manner kept by the
Bank on such date of termination or such earlier date as may be requested by the
Customer.
4. The Bank may employ agents or attorneys-in-fact at the
expense of the Customer, and shall not be liable for any loss or expense arising
out of, or in connection with, the actions or omissions to act of its agents or
attorneys-in-fact, so long as the Bank acts in good faith and without negligence
or willful misconduct in connection with the selection of such agents or
attorneys-in-fact.
5. The Bank shall only be liable for any loss or damage
arising out of its own negligence or willful misconduct; provided, however, that
the Bank shall not be liable for any indirect, special, punitive or
consequential damages.
6. The Customer shall indemnify and hold harmless the Bank
from and against any and all claims (whether with or without basis in fact or
law), costs, demands, expenses and liabilities, including reasonable attorney's
fees, which the Bank may sustain or incur or which may be asserted against the
Bank except for any liability which the Bank has assumed pursuant to the
immediately preceding section. The Bank shall be deemed not to have acted with
negligence and not to have engaged in willful misconduct by reason of or as a
result of any action taken or omitted to be taken by the Bank without its own
negligence or willful misconduct in reliance upon (i) any provision of this
Agreement, (ii) any instrument, order or Share certificate reasonably believed
by it to be genuine and to be signed, countersigned or executed by any duly
authorized Officer of the Customer, (iii) any Certificate or other instructions
of an Officer, (iv) any opinion of legal counsel for the Customer or the Bank,
or (v) any law, act, regulation or any interpretation of the same even though
such law, act, or regulation may thereafter have been altered, changed, amended
or repealed. Nothing contained herein shall limit or in any way impair the
right of the Bank to indemnification under any other provision of this
Agreement.
7. Specifically, but not by way of limitation, the Customer
shall indemnify and hold harmless the Bank from and against any and all claims
(whether with or without basis in fact or law), costs, demands, expenses and
liabilities, including reasonable attorney's fees, of any and every nature
which the Bank may sustain or incur or which may be asserted against the Bank
in connection with the genuineness of a Share certificate, the Bank's due
authorization by the Customer to issue Shares and the form and amount of
authorized Shares.
8. At any time the Bank may apply to an Officer of the
Customer for written instructions with respect to any matter arising in
connection with the Bank's duties and obligations under this Agreement, and the
Bank shall not be liable for any action taken or omitted to be taken by the
Bank in good faith in accordance with such instructions. Such application by
the Bank for instructions from an Officer of the Customer may, at the option of
the Bank, set forth in writing any action proposed to be taken or omitted to be
taken by the Bank with respect to its duties or obligations under this
Agreement and the date on and/or after which such action shall be taken, and
the Bank shall not be liable for any action taken or omitted to be taken in
accordance with a proposal included in any such application on or after the
date specified therein unless, prior to taking or omitting to take any such
action, the Bank has received written instructions in response to such
application specifying the action to be taken or omitted. The Bank may consult
counsel to the Customer or its own counsel, at the expense of the Customer, and
shall be fully protected with respect to anything done or omitted by it in good
faith in accordance with the advice or opinion of such counsel.
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9. When mail is used for delivery of non-negotiable Share
certificates, the value of which does not exceed the limits of the Bank's
Blanket Bond, the Bank shall send such non-negotiable Share certificates by
first class mail, and such deliveries will be covered while in transit by the
Bank's Blanket Bond. Non-negotiable Share certificates, the value of which
exceed the limits of the Bank's Blanket Bond, will be sent by insured registered
mail. Negotiable Share certificates will be sent by insured registered mail. The
Bank shall advise the Customer of any Share certificates returned as
undeliverable after being mailed as herein provided for.
10. The Bank may issue new Share certificates in place of
Share certificates represented to have been lost, stolen or destroyed upon
receiving instructions in writing from an Officer and indemnity satisfactory
to the Bank. Such instructions from the Customer shall be in such form as
approved by the Board of Directors of the Customer in accordance with
applicable law or the By-Laws of the Customer governing such matters. If the
Bank receives written notification from the owner of the lost, stolen or
destroyed Share certificate within a reasonable time after he has notice of
it, the Bank shall promptly notify the Customer and shall act pursuant to
written instructions signed by an Officer. If the Customer receives such
written notification from the owner of the lost, stolen or destroyed Share
certificate within a reasonable time after he has notice of it, the Customer
shall promptly notify the Bank and the Bank shall act pursuant to written
instructions signed by an Officer. The Bank shall not be liable for any act
done or omitted by it pursuant to the written instructions described herein.
The Bank may issue new Share certificates in exchange for, and upon surrender
of, mutilated Share certificates.
11. The Bank will issue and mail subscription warrants for
Shares, Shares representing stock dividends, exchanges or splits, or act as
conversion agent upon receiving written instructions from an Officer and such
other documents as the Bank may deem necessary.
12. The Bank will supply shareholder lists to the Customer
from time to time upon receiving a request therefor from an Officer of the
Customer.
13. In case of any requests or demands for the inspection of
the shareholder records of the Customer, the Bank will notify the Customer and
endeavor to secure instructions from an Officer as to such inspection. The
Bank reserves the right, however, to exhibit the shareholder record to any
person whenever it is advised by its counsel that there is a reasonable
likelihood that the Bank will be held liable for the failure to exhibit the
shareholder records to such person.
14. At the request of an Officer, the Bank will address and
mail such appropriate notices to shareholders as the Customer may direct.
15. Notwithstanding any provisions of this Agreement to the
contrary, the Bank shall be under no duty or obligation to inquire into, and
shall not be liable for:
(a) The legality of the issue, sale or transfer of any
Shares, the sufficiency of the amount to be received in
connection therewith, or the authority of the Customer
to request such issuance, sale or transfer;
(b) The legality of the purchase of any Shares, the
sufficiency of the amount to be paid in connection
therewith, or the authority of the Customer to request
such purchase;
(c) The legality of the declaration of any dividend by the
Customer, or the legality of the issue of any Shares in
payment of any stock dividend; or
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(d) The legality of any recapitalization or readjustment of
the Shares.
16. The Bank shall be entitled to receive and the Customer
hereby agrees to pay to the Bank for its performance hereunder (i) out-of-pocket
expenses (including legal expenses and attorney's fees) incurred in connection
with this Agreement and its performance hereunder, and (ii) the compensation for
services as set forth in Schedule L
17. The Bank shall not be responsible for any money, whether
or not represented by any check, draft or other instrument for the payment of
money, received by it on behalf of the Customer, until the Bank actually
receives and collects such funds.
18. The Bank shall have no duties or responsibilities
whatsoever except such duties and responsibilities as are specifically set
forth in this Agreement, and no covenant or obligation shall be implied against
the Bank in connection with this Agreement.
ARTICLE IX
TERMINATION
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Either of the parties hereto may terminate this Agreement by
giving to the other party a notice in writing specifying the date of such
termination, which shall be not less than 60 days after the date of receipt of
such notice. In the event such notice is given by the Customer, it shall be
accompanied by a copy of a resolution of the Board of Directors of the
Customer, certified by the Secretary, electing to terminate this Agreement and
designating a successor transfer agent or transfer agents. In the event such
notice is given by the Bank, the Customer shall, on or before the termination
date, deliver to the Bank a copy of a resolution of its Board of Directors
certified by the Secretary designating a successor transfer agent or transfer
agents. In the absence of such designation by the Customer, the Bank may
designate a successor transfer agent. If the Customer fails to designate a
successor Transfer agent and if the Bank is unable to find a successor transfer
agent, the Customer shall, upon the date specified in the notice of termination
of this Agreement and delivery of the records maintained hereunder, be deemed
to be its own transfer agent and the Bank shall thereafter be relieved of all
duties and responsibilities hereunder. Upon termination hereof, the Customer
shall pay to the Bank such compensation as may be due to the Bank for any
disbursements and expenses made or incurred by the Bank and payable or
reimbursable hereunder.
ARTICLE X
MISCELLANEOUS
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1. The indemnities contained herein shall be continuing
obligations of the Customer, its successors and assigns, notwithstanding the
termination of this Agreement.
2. Any notice or other instrument in writing, authorized
or required by this Agreement to be given to the Customer shall be sufficiently
given if addressed to the Customer and mailed or delivered to it at Xxx
Xxxxxxxxxxx Xxxxx, Xxxxx 0000, Xxx Xxxx, XX 00000 or at such other place as the
Customer may from time to time designate in writing.
3. Any notice or other instrument in writing, authorized
or required by this Agreement to be given to the Bank shall be sufficiently
given if addressed to the Bank and mailed or delivered to it at its office at
000 Xxxxxxx Xxxxxx (00X), Xxx Xxxx, Xxx Xxxx 00000 or at such other place as
the Bank may from time to time designate in writing.
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4. This Agreement may not be amended or modified in any
manner except by a written agreement duly authorized and executed by both
parties. Any duly authorized Officer may amend any Certificate naming Officers
authorized to execute and deliver Certificates, instructions, notices or other
instruments, and the Secretary or any Assistant Secretary may amend any
Certificate listing the shares of capital stock of the Customer for which the
Bank performs Services hereunder.
5. This Agreement shall extend to and shall be binding upon
the parties hereto and their respective successors and assigns; provided,
however, that this Agreement shall not be assignable by either party without the
prior written consent of the other party, and provided, further, that any
reorganization, merger, consolidation, or sale of assets, by the Bank shall not
be deemed to constitute an assignment of this Agreement.
6. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
7. This Agreement may be executed in any number of
counterparts each of which shall be deemed to be an original; but such
counterparts, together, shall constitute only one instrument.
8. The provisions of this Agreement are intended to benefit
only the Bank and the Customer; and no rights shall be granted to any other
person by virtue of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective corporate officers, thereunto duly
authorized and their respective corporate seals to be hereunto affied, as of
the day and year first above written.
Attest:
/s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxx
----------------------- ---------------------
Name: Xxxxxx X. Xxxxxxx
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Title: President
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Attest:
/s/ Xxxxx Xxxxx
----------------------- By: /s/ Xxxxxxx Xxxxxxxx
Assistant Vice President ---------------------
Name: Xxxxxxx Xxxxxxxx
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Title: Vice President
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