Common use of Customer Relationships Clause in Contracts

Customer Relationships. (1) Each trust or wealth management customer of the Company, the Bank or any Subsidiary has been in all material respects originated and serviced (A) in conformity with the applicable policies of the Company, the Bank and the Subsidiaries, (B) in accordance with the terms of any applicable instrument or agreement governing the relationship with such customer, (C) in accordance with any instructions received from such customers, (D) consistent with each customer’s risk profile and (E) in compliance with all applicable laws and the Company’s, the Bank’s and the Subsidiaries’ constituent documents, including any policies and procedures adopted thereunder. Each instrument or agreement governing a relationship with a trust or wealth management customer of the Company, the Bank or any Subsidiary has been duly and validly executed and delivered by the Company, the Bank and each Subsidiary and, to the knowledge of the Company, the other contracting parties, each such instrument of agreement constitutes a valid and binding obligation of the parties thereto, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar laws affecting creditors’ rights generally and by general principles of equity, and the Company, the Bank and the Subsidiaries and the other parties thereto have duly performed in all material respects their obligations thereunder and the Company, the Bank and the Subsidiaries and such other person is in compliance with each of the terms thereof. (2) No instrument or agreement governing a relationship with a trust or wealth management customer of the Company, the Bank or any Subsidiary provides for any material reduction of fees charged (or in other compensation payable to the Company, the Bank or any Subsidiary thereunder) at any time subsequent to the date of this Agreement. (3) None of the Company, the Bank or any Subsidiary or any of their respective directors or senior officers (A) is the beneficial owner of any interest in any of the accounts maintained on behalf of any trust or wealth management customer of the Company, the Bank or any Subsidiary or (B) is a party to any contract pursuant to which it is obligated to provide service to, or receive compensation or benefits from, any of the trust or wealth management customers of the Company, the Bank or any Subsidiary after the Closing Date. (4) Each account opening document, margin account agreement, investment advisory agreement and customer disclosure statement with respect to any trust or wealth management customer of the Company, the Bank or any Subsidiary conforms in all material respects to the forms provided to Purchaser prior to the Closing Date. (5) Except as would not have any material impact on the Company, the Bank or any Subsidiary, all other books and records primarily related to the trust and wealth management businesses of the Company, the Bank and each Subsidiary include documented risk profiles signed by each such customer.

Customer Relationships. (1i) Each trust or wealth management customer of the Company, the Bank Company or any Subsidiary of its Subsidiaries has been in all material respects originated and serviced (A1) in conformity with the applicable policies of the Company, the Bank Company and the its Subsidiaries, (B2) in accordance with the terms of any applicable instrument or agreement Contract governing the relationship with such customer, (C3) in accordance with any instructions received from such customerscustomers and their authorized representatives and authorized signers, (D4) consistent with each customer’s risk profile profile; and (E5) in compliance with all applicable laws Laws and the Company’s, the Bank’s and the its Subsidiaries’ constituent documents, including any policies and procedures adopted thereunder. Each instrument or agreement Contract governing a relationship with a trust or wealth management customer of the Company, the Bank Company or any Subsidiary of its Subsidiaries has been duly and validly executed and delivered by the Company, the Bank Company and each Subsidiary and, to the knowledge Knowledge of the Company, the other contracting parties, each such instrument of agreement Contract constitutes a valid and binding obligation of the parties thereto, except as such enforceability may be limited by bankruptcy, insolvency, moratorium the Bankruptcy and other similar laws affecting creditors’ rights generally and by general principles of equityEquity Exception, and the Company, the Bank Company and the its Subsidiaries and the other parties thereto have duly performed in all material respects their obligations thereunder and the Company and its Subsidiaries and, to the Knowledge of the Company, the Bank and the Subsidiaries and such other person is in compliance with each of the terms thereof. (2ii) Neither the Company nor any of its Subsidiaries is a registered broker-dealer under the Exchange Act or is required to be so registered. (iii) No instrument or agreement Contract governing a relationship with a trust or wealth management customer of the Company, the Bank Company or any Subsidiary of its Subsidiaries provides for any material reduction of fees charged (or in other compensation payable to the Company, the Bank Company or any Subsidiary of its Subsidiaries thereunder) at any time subsequent to the date by reason of this Agreement. (3iv) (1) None of the Company, the Bank or any Subsidiary of its Subsidiaries or any of their respective directors directors, officers or senior officers (A) employees is the beneficial owner of any interest in any of the accounts maintained on behalf of any trust or wealth management customer of the Company, the Bank Company or any Subsidiary of its Subsidiaries and (2) none of the directors, officers and employees of the Company or (B) any of its Subsidiaries is a party to any contract Contract pursuant to which it is obligated to provide service to, or receive compensation or benefits from, any of the trust or wealth management customers of the Company, the Bank Company or any Subsidiary of its Subsidiaries after the Closing Date. (4v) Each account opening document, margin account agreement, investment advisory agreement and customer disclosure statement with respect to any trust or wealth management customer of the Company, the Bank Company or any Subsidiary of its Subsidiaries conforms in all material respects to the forms provided to Purchaser prior to the Closing Date. (5vi) Except as would not have any material impact on the Company, the Bank or any Subsidiary, all All other books and records primarily related to the trust and wealth management businesses of each of the Company, the Bank Company and each Subsidiary of its Subsidiaries include documented risk profiles signed by each such customer.

Customer Relationships. (1a) Each trust or wealth management customer of the Company, the Bank or any Subsidiary has been in all material respects originated and serviced (A) in conformity with the applicable policies of the Company, the Bank and the Subsidiaries, (B) in accordance with the terms of any applicable instrument or agreement governing the relationship with such customer, (C) in accordance with any instructions received from such customers, (D) consistent with each customer’s risk profile and (E) to the Company’s Knowledge, in compliance with all applicable laws and the Company’s, the Bank’s and the Subsidiaries’ constituent documents, including any policies and procedures adopted thereunder. Each instrument or agreement governing a relationship with a trust or wealth management customer of the Company, the Bank or any Subsidiary has been duly and validly executed and delivered by the Company, the Bank and each Subsidiary and, to the knowledge Knowledge of the Company, the other contracting parties, each such instrument of agreement constitutes a valid and binding obligation of the parties thereto, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar laws Laws affecting creditors’ rights generally and by general principles of equity, and the Company, the Bank and the Subsidiaries and to the Company’s Knowledge, the other parties thereto have duly performed in all material respects their obligations thereunder and the Company, the Bank and the Subsidiaries and to the Company’s Knowledge, such other person is in compliance with each of the terms thereof. (2b) No instrument or agreement governing a relationship with a trust or wealth management customer of the Company, the Bank or any Subsidiary provides for any material reduction of fees charged (or in other compensation payable to the Company, the Bank or any Subsidiary thereunder) at any time subsequent to the date of this Agreement. (3c) None of the Company, the Bank or any Subsidiary or any of their respective directors or senior officers (A) is the beneficial owner of any interest in any of the accounts maintained on behalf of any trust or wealth management customer of the Company, the Bank or any Subsidiary or (B) is a party to any contract pursuant to which it is obligated to provide service to, or receive compensation or benefits from, any of the trust or wealth management customers of the Company, the Bank or any Subsidiary after the Closing Date. (4d) Each account opening document, margin account agreement, investment advisory agreement and customer disclosure statement with respect to any trust or wealth management customer of the Company, the Bank or any Subsidiary conforms in all material respects to the forms provided to Purchaser Parent prior to the Closing Date. (5e) Except as would not have any material impact on the Company, the Bank or any Subsidiary, all other books and records primarily related to the trust and wealth management businesses of the Company, the Bank and each Subsidiary include documented risk profiles signed by each such customer.

Customer Relationships. (1a) Each trust or wealth management customer of the Company, the Bank Company or any Subsidiary of its Subsidiaries has been in all material respects originated and serviced (Ai) in conformity with the applicable policies of the Company, the Bank Company and the its Subsidiaries, (Bii) in accordance with the terms of any applicable instrument or agreement Contract governing the relationship with such customer, (Ciii) in accordance with any instructions received from such customerscustomers and their authorized representatives and authorized signers, (Div) consistent with each customer’s risk profile and (Ev) in compliance with all applicable laws Laws and the Company’s, the Bank’s and the its Subsidiaries’ constituent documents, including any policies and procedures adopted thereunder. Each instrument or agreement Contract governing a relationship with a trust or wealth management customer of the Company, the Bank Company or any Subsidiary of its Subsidiaries has been duly and validly executed and delivered by the Company, the Bank Company and each Subsidiary and, to the knowledge Knowledge of the Company, the other contracting parties, each such instrument of agreement Contract constitutes a valid and binding obligation of the parties thereto, except as such enforceability may be limited by (A) the effect of bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to the rights of creditors generally or (B) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and other similar laws affecting creditors’ rights generally and by general principles of equity, regardless whether considered in a proceeding in equity or at law, and the Company, the Bank Company and the its Subsidiaries and the other contracting parties thereto have duly performed in all material respects their obligations thereunder thereunder, and the Company and its Subsidiaries and, to the Knowledge of the Company, the Bank and the Subsidiaries and such other person is contracting parties are in compliance with each of the terms thereof. (2b) No instrument or agreement Contract governing a relationship with a trust or wealth management customer of the Company, the Bank Company or any Subsidiary of its Subsidiaries provides for any material reduction of fees charged (or in other compensation payable to the Company, the Bank Company or any Subsidiary of its Subsidiaries thereunder) at any time subsequent to the date by reason of this AgreementAgreement or the consummation of the Merger or the other Transactions. (3c) (A) None of the Company, the Bank or any Subsidiary of its Subsidiaries or any of their respective directors directors, officers or senior officers (A) employees is the beneficial owner of any interest in any of the accounts maintained on behalf of any trust or wealth management customer of the Company, the Bank Company or any Subsidiary or of its Subsidiaries and (B) none of the directors, officers and employees of the Company or any of its Subsidiaries is a party to any contract Contract pursuant to which it is obligated to provide service to, or receive compensation or benefits from, any of the trust or wealth management customers of the Company, the Bank Company or any Subsidiary of its Subsidiaries after the Closing Date. (4d) Each account opening document, margin account agreement, investment any advisory agreement contract and customer disclosure statement with respect to any trust or wealth management customer of the Company, the Bank Company or any Subsidiary of its Subsidiaries conforms in all material respects to the forms provided made available to Purchaser Parent prior to the Closing Datedate hereof. (5e) Except as would not have any material impact on the Company, the Bank or any Subsidiary, all All other books and records primarily related to the trust and or wealth management businesses of each of the Company, the Bank Company and each Subsidiary of its Subsidiaries include documented risk profiles signed by each such customer.

Customer Relationships. (1) Each trust or wealth management customer of the Company, the Bank or any Subsidiary has been in all material respects originated and serviced (A) in conformity with the applicable policies of the Company, the Bank and the Subsidiaries, (B) in accordance with the terms of any applicable instrument or agreement governing the relationship with such customer, (C) in accordance with any instructions received from such customers, (D) consistent with each customer’s risk profile and (E) in compliance with all applicable laws and the Company’s, the Bank’s and the Subsidiaries’ constituent documents, including any policies and procedures adopted thereunder. Each instrument or agreement governing a relationship with a trust or wealth management customer of the Company, the Bank or any Subsidiary has been duly and validly executed and delivered by the Company, the Bank and each Subsidiary and, to the knowledge of the Company, the other contracting parties, each such instrument of agreement constitutes a valid and binding obligation of the parties thereto, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar laws Laws affecting creditors’ rights generally and by general principles of equity, and the Company, the Bank and the Subsidiaries and the other parties thereto have duly performed in all material respects their obligations thereunder and the Company, the Bank and the Subsidiaries and such other person is in compliance with each of the terms thereof. (2) No instrument or agreement governing a relationship with a trust or wealth management customer of the Company, the Bank or any Subsidiary provides for any material reduction of fees charged (or in other compensation payable to the Company, the Bank or any Subsidiary thereunder) at any time subsequent to the date of this Agreement. (3) None of the Company, the Bank or any Subsidiary or any of their respective directors or senior officers (A) is the beneficial owner of any interest in any of the accounts maintained on behalf of any trust or wealth management customer of the Company, the Bank or any Subsidiary or (B) is a party to any contract pursuant to which it is obligated to provide service to, or receive compensation or benefits from, any of the trust or wealth management customers of the Company, the Bank or any Subsidiary after the Closing Date. (4) Each account opening document, margin account agreement, investment advisory agreement and customer disclosure statement with respect to any trust or wealth management customer of the Company, the Bank or any Subsidiary conforms in all material respects to the forms provided to Purchaser prior to the Closing Date. (5) Except as would not have any material impact on the Company, the Bank or any Subsidiary, all other books and records primarily related to the trust and wealth management businesses of the Company, the Bank and each Subsidiary include documented risk profiles signed by each such customer.

Customer Relationships. (1a) Each trust or wealth management customer of the Company, the Bank or any Subsidiary Business has been in all material respects originated and serviced (Ai) in conformity with the applicable policies of the Company, the Bank and the SubsidiariesBusiness, (Bii) in accordance with the terms of any applicable instrument or agreement governing the relationship with such customer, (Ciii) in accordance with any instructions received from such customers, (Div) consistent with each customer’s risk profile and (Ev) in compliance with all applicable laws and the Company’s, the Bank’s and the SubsidiariesSellers’ constituent documents, including any policies and procedures adopted thereunder. Each instrument or agreement governing a relationship with a trust or wealth management customer of the Company, the Bank or any Subsidiary Business has been duly and validly executed and delivered by the Company, the Bank and each Subsidiary such Seller and, to the knowledge Knowledge of the CompanySellers, the other contracting parties, each such instrument of agreement constitutes a valid and binding obligation of the parties thereto, except as such enforceability may be limited by bankruptcy, insolvency, moratorium moratorium, and other similar laws affecting creditors’ rights generally and by general principles of equity, and the Company, the Bank and the Subsidiaries relevant Seller and the other parties thereto have duly performed in all material respects their obligations thereunder and the Companyrelevant Seller and, to the Bank and the Subsidiaries and Knowledge of Sellers, such other person is in compliance with each of the terms thereof. (2b) No instrument or agreement governing a relationship with a trust or wealth management customer of the Company, the Bank or any Subsidiary Business provides for any material reduction of fees charged (or in other compensation payable to the Company, the Bank or any Subsidiary Seller thereunder) at any time subsequent to the date of this Agreementhereof. (3c) None of the Company, the Bank or any Subsidiary No Seller or any of their respective directors directors, officers, employees or senior officers affiliates (Ai) is the beneficial owner of any interest in any of the accounts maintained on behalf of any trust or wealth management customer customers of the Company, the Bank or any Subsidiary Business or (Bii) is a party to any contract pursuant to which it is obligated to provide service to, or receive compensation or benefits from, any of the trust or wealth management customers of the Company, the Bank or any Subsidiary Business after the Closing DateClosing. (4d) Each account opening document, margin account agreement, investment advisory agreement and customer disclosure statement with respect to any trust or wealth management customer of the Company, the Bank or any Subsidiary conforms in all material respects to the forms provided to Purchaser Buyer prior to the Closing Datedate hereof. (5e) Except as would not have any material impact on the Company, the Bank or any Subsidiary, all other books The Books and records primarily related to the trust and wealth management businesses of the Company, the Bank and each Subsidiary Records include documented risk profiles signed by each such customer.

Customer Relationships. (1) Each trust or wealth management customer of the Company, the Bank or any Subsidiary has been in all material respects originated and serviced (Ai) in conformity with the applicable policies of the Company, the Bank and the Subsidiaries, (Bii) in accordance with the terms of any applicable instrument or agreement governing the relationship with such customer, (Ciii) in accordance with any instructions received from such customers, (Div) consistent with each customer’s risk profile and (Ev) in compliance with all applicable laws and the Company’s, the Bank’s and the Subsidiaries’ constituent documents, including any policies and procedures adopted thereunder. Each instrument or agreement governing a relationship with a trust or wealth management customer of the Company, the Bank or any Subsidiary has been duly and validly executed and delivered by the Company, the Bank and each Subsidiary and, to the knowledge of the Company, the other contracting parties, each such instrument of agreement constitutes a valid and binding obligation of the parties thereto, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar laws affecting creditors’ rights generally and by general principles of equity, and the Company, the Bank and the Subsidiaries and the other parties thereto have duly performed in all material respects their obligations thereunder and the Company, the Bank and the Subsidiaries and such other person is in compliance with each of the terms thereof. (2) Neither the Company nor any Subsidiary is a registered broker-dealer. (3) No instrument or agreement governing a relationship with a trust or wealth management customer of the Company, the Bank or any Subsidiary provides for any material reduction of fees charged (or in other compensation payable to the Company, the Bank or any Subsidiary thereunder) at any time subsequent to the date of this Agreement. (34) None of the Company, the Bank or any Subsidiary or any of their respective directors or senior officers (Ai) is the beneficial owner of any interest in any of the accounts maintained on behalf of any trust or wealth management customer of the Company, the Bank or any Subsidiary or (Bii) is a party to any contract pursuant to which it is obligated to provide service to, or receive compensation or benefits from, any of the trust or wealth management customers of the Company, the Bank or any Subsidiary after the Closing Date. (45) Each account opening document, margin account agreement, investment advisory agreement and customer disclosure statement with respect to any trust or wealth management customer of the Company, the Bank or any Subsidiary conforms in all material respects to the forms provided to Purchaser prior to the Closing Date. (56) Except as would not have any material impact on the Company, the Bank or any Subsidiary, all other books and records primarily related to the trust and wealth management businesses of the Company, the Bank and each Subsidiary include documented risk profiles signed by each such customer.