Provisions of General Applications. a) This Agreement is intended by the parties as a final expression of this Agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter. b) In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired or affected, it being intended that all of the parties' rights and privileges shall be enforceable to the fullest extent permitted by law. c) This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which so executed shall be deemed to be an original and such counterparts together shall constitute one and the same contract. d) All notices and other communications provided for or permitted hereunder shall be made by hand delivery, certified mail-return receipt requested, telex, telecopier, or air courier guaranteeing overnight delivery to (i) Client, to the address set forth on Exhibit A; or (ii) if to BGAM, to: ▇▇▇▇▇▇ Global Asset Management, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇; or to such other address or addresses as may be designated by either party by written notice to the other. e) All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five business days after being deposited in the mail, postage prepaid, if mailed; when answered back if telexed; when receipt acknowledged, if telecopied; and on the next business day, if timely delivered to an air courier guaranteeing overnight delivery. f) This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois. g) This Agreement may be modified or amended only by an instrument in writing signed by duly authorized representatives of both BGAM and Client. Waiver by either party of any obligation of the other party does not constitute a waiver of any further or other obligation of such other party. h) In the event that the Account(s) are owned by more than one person, all of the express and implied obligations of the Client under this Agreement will be deemed to be joint and several obligations. i) BGAM is committed to comply with U.S. Statutory and regulatory requirements designed to combat money laundering and terrorist financing. The USA Patriot Act requires that certain financial institutions obtain certain identification documents or other information in order to comply with their customer identification procedures. Until Client provides BGAM with certain required information or documents, BGAM may not be able to enter into the advisory relationship described herein.
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Provisions of General Applications. a) This Agreement is intended by the parties as a final expression of this Agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.
b) In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired or affected, it being intended that all of the parties' rights and privileges shall be enforceable to the fullest extent permitted by law.
c) This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which so executed shall be deemed to be an original and such counterparts together shall constitute one and the same contract.
d) All notices and other communications provided for or permitted hereunder shall be made by hand delivery, certified mail-return receipt requested, telex, telecopier, or air courier guaranteeing overnight delivery to (i) Client, to the address set forth on Exhibit A; or (ii) if to BGAMINSIGHT, to: ▇▇▇▇▇▇ Global Asset ManagementInsight Securities, ▇▇▇ ▇Inc., ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇; or to such other address or addresses as may be designated by either party by written notice to the other.
e) All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five business days after being deposited in the mail, postage prepaid, if mailed; when answered back if telexed; when receipt acknowledged, if telecopied; and on the next business day, if timely delivered to an air courier guaranteeing overnight delivery.
f) This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois.
g) This Agreement may be modified or amended only by an instrument in writing signed by duly authorized representatives of both BGAM INSIGHT and Client. Waiver by either party of any obligation of the other party does not constitute a waiver of any further or other obligation of such other party.
h) In the event that the Account(s) are owned by more than one person, all of the express and implied obligations of the Client under this Agreement will be deemed to be joint and several obligations.
i) BGAM INSIGHT is committed to comply with U.S. Statutory and regulatory requirements designed to combat money laundering and terrorist financing. The USA Patriot Act requires that certain financial institutions obtain certain identification documents or other information in order to comply with their customer identification procedures. Until Client provides BGAM INSIGHT with certain required information or documents, BGAM INSIGHT may not be able to enter into the advisory relationship described herein.
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