|
1
<br />to by the parties) and the Bank's obligations in respect of such Account or Services will terminate. However, any such closing or termination
<br />shall not affect the Customer's liabilities to the Bank arising prior to, or on, such closing or termination, all of which shall continue in full force
<br />and effect. In the absence of Instructions from the Customer, the Bank may transfer balances to an unclaimed moneys account or issue a
<br />cashiers check, sending it to the address of the Customer provided to the Bank.
<br />15. Account Disclosures.
<br />15.1 Rejection of Funds. The Bank may return or refuse to accept all or any part of a deposit or credit to an Account, at any time, and will not be
<br />liable to the Customer for doing so, even if such action causes outstanding Items to be dishonored and returned. or payment orders to be
<br />rejected. Refused deposits will be retumed to the Customer.
<br />15.2 Withdrawal. The Bank may refuse to allow withdrawals from any Account in certain cases, including cases where: (1) there is a dispute about
<br />the Account, including any dispute over which persons are authorized to represent or act for the Customer (unless a court or other competent
<br />authority has ordered the Bank to allow the withdrawal); provided that the Bank is not required to determine whether a dispute has merit in
<br />order to refuse to allow withdrawal of funds; (ii) a legal garnishment or attachment is served, including a levy, restraining notice, court order, or
<br />order of a judicial authority or enforcement agency; (iii) the Account is being used as collateral to secure a debt; (iv) documentation related to
<br />the Account has not been presented; or (v) the Customer fails to pay its indebtedness to the Bank or its affiliates on time.
<br />15.3 Payable Branch; Deposits Outside of the U.S. Any amount standing to the credit of any Account with the Bank is payable exclusively at a
<br />branch in the country at which the Account is held; however, payment may be suspended from time to time in order to comply with any
<br />applicable law, governmental decree or similar order, in any jurisdiction, for the time period affecting the Bank, its officers, employees, affiliates,
<br />subsidiaries, agents or correspondents. The Customer acknowledges that deposits held in a branch of the Bank located outside the United
<br />States are not payable in the United States and: (1) are not insured by the Federal Deposit Insurance Corporation or any other United States
<br />governmental agency; (ii) are subject to cross - border risks; and (iii) have a lesser preference as compared to deposits held in the United States
<br />in the event of a liquidation of the Bank.
<br />15.4 Commissions and Rebates. In connection with the provision of any Service by the Bank to the Customer, the Bank may from time to time
<br />receive commission, rebate or similar payments from other banks or third parties.
<br />16. Governing Law.
<br />16.1 Goveming Law. The Account Terms, the relevant Account Documentation and the rights and obligations of the Customer and the Bank in
<br />respect of each Account shall be governed by and construed in accordance with the laws of the country in which the branch holding the
<br />relevant Account is located.
<br />16.2 Waiver of Jury Trial; Limitation of Claims. The Customer and the Bank hereby irrevocably waive all right to, and will not seek, trial by jury in
<br />any action, proceeding or counterclaim, of whatever type or nature, arising out of these Account Terns, the Account Documentation or the
<br />relationship established hereby. Any claim in connection with any Account or Service, unless a shorter period of time is expressly provided,
<br />must be brought against the Bank within two (2) years of the occurrence of the event giving rise to the claim, except as prohibited by applicable
<br />law.
<br />16.3 Venue. In relation to each Account, the courts of the country or state in which the branch of the Bank at which the Account is held shall have
<br />exclusive jurisdiction to settle any disputes that arise out of or are connected with the Account Terms, the Account Documentation and /or the
<br />Account and the Customer agrees to submit to the jurisdiction of such courts. This section is for the benefit of the Bank only and does not
<br />prevent the Bank from taking proceedings in the courts of any other country or state with jurisdiction including, to the extent allowed by law,
<br />concurrently in any number of countries or states.
<br />17. Miscellaneous.
<br />17.1 Languages. If the Account Terms, Account Documentation or Service Terns are translated into, or appear in a language other than English,
<br />the English language version shall control.
<br />17.2 Successors. The term Bank shall include any successors of the Bank, including assignees or successors of JPMorgan Chase Bank, N.A. or
<br />its affiliates or any person who has assumed the rights and obligations of the Bank or its affiliates hereunder or to which the same has been
<br />transferred.
<br />17.3 Order of Precedence. Any terns of any supplement, amendment, agreement, Service Terms or notice that are inconsistent with a provision of
<br />the Account Terms or the Account Documentation shall supersede such provision of the Account Terms or the Account Documentation for
<br />purposes of the particular Account or Service that is the subject thereof. The Account Terms and Account Documentation supersede and
<br />replace any other account conditions previously sent to the Customer.
<br />17.4 Interpretation. Section and subsection headings are for convenience only and shall not affect the meaning of the Account Terms. If any
<br />provision of the Account Terns shall be held to be illegal, invalid, or unenforceable the validity of the remaining portions of the Account Terns
<br />shall not be affected. The term "including" shall in all cases mean "including without limitation" unless otherwise indicated. The term "affiliates"
<br />shall mean with respect to any entity, an entity, whether directly or indirectly, that controls, is controlled by, or is under common control with that
<br />PN: 1125418 DOC ID: 5 Page 22 of 51
<br />
|