Common use of Termination; Death of Client Clause in Contracts

Termination; Death of Client. This Agreement may be terminated, and the Account closed, by either party upon thirty (30) days’ written notice to the other. In the event of such termination, the Bank shall deliver the Assets to the Client only after the Client shall have executed and delivered to the Bank a receipt for such Assets and an acquittance of all obligations assumed by the Bank hereunder, and shall have paid to the Bank any balance owed to it. Upon the death of the Client, or upon the death of the last surviving Client if there is more than one, the Bank shall transfer ownership of the Account in accordance with the General Account Terms and Conditions and upon the following additional terms and conditions: (i) The ownership of the Account will be transferred within a reasonable period of time after (A) the Bank has received adequate legal notice of the death of the last surviving Client and any additional documentation the Bank may deem appropriate in its sole discretion, (B) all fees and charges are paid, (C) all of the Client’s obligations to the Bank have been satisfied in full, and (D) the Bank is assured, in its sole judgment, that there exists (1) no prior or conflicting claim, including without limitation any claim against the Account, the Client, or the Client’s estate, and (2) no legal impediment to, and no risk to the Bank from effecting, such transfer. (ii) The Client understands that there could be estate tax liability in the United States if the Account has Holdings subject to such taxes on the date of death of a Client. (iii) If the Client has pledged Holdings to the Bank as security for one or more loans, then, notwithstanding anything herein to the contrary, any transfer of the Holdings shall be subject to the provisions of any applicable security agreement and, in any event, shall be suspended until payment is made in full to the Bank. (iv) Each Client hereby expressly releases the Bank and agrees jointly and severally to indemnify, defend (upon the Bank’s request) reimburse, and hold the Bank harmless from, and agrees that the Bank shall not have any loss on account of or liability for, any and all Claims arising by reason of the Bank’s transfer of the Account as provided herein and/or from any claim to or against the Account or the Client’s estate or against the Client. (v) The Bank makes no representation to the Client that the Account is not subject to the laws of jurisdictions other than the State of Florida.

Termination; Death of Client. This Agreement may be terminated, and the Account closed, by either party upon thirty (30) days’ written notice to the other. In the event of such termination, the Bank shall deliver the Assets to the Client only after the Client shall have executed and delivered to the Bank a receipt for such Assets and an acquittance of all obligations assumed by the Bank hereunder, and shall have paid to the Bank any balance owed to it. Upon the death of the Client, or upon the death of the last surviving Client if there is more than one, the Bank shall transfer transf er ownership of the Account in accordance with the General Account Terms and Conditions and upon the following additional terms and conditions: (i) The ownership of the Account will be transferred within a reasonable period of time after (A) the Bank has received adequate legal notice of the death of the last surviving Client and any additional documentation the Bank may deem appropriate in its sole discretion, (B) all fees and charges are paid, (C) all of the Client’s obligations to the Bank have been satisfied in full, and (D) the Bank is assured, in its sole judgment, that there exists (1) no prior or conflicting claim, including without limitation any claim against the Account, the Client, or the Client’s estate, and (2) no legal impediment to, and no risk to the Bank from effecting, such transfer. (ii) The Client understands that there could be estate tax liability in the United States if the Account has Holdings subject to such taxes on the date of death of a Client. (iii) If the Client has pledged Holdings to the Bank as security for one or more loans, then, notwithstanding anything herein to the contrary, any transfer of the Holdings shall be subject to the provisions of any applicable security agreement and, in any event, shall be suspended until payment is made in full to the Bank. (iv) Each Client hereby expressly releases the Bank and agrees jointly and severally to indemnify, defend (upon the Bank’s request) reimburse, and hold the Bank harmless from, and agrees that the Bank shall not have any loss on account of or liability for, any and all Claims arising by reason of the Bank’s transfer of the Account as provided herein and/or from any claim to or against the Account or the Client’s estate or against the Client. (v) The Bank makes no representation to the Client that the Account is not subject to the laws of jurisdictions other than the State of Florida.