Escrow & Trust Agreement
Some words and phrases have special meaning herein as set forth parenthetically or in the Definitions section below.
WHEREAS, this Escrow and Trust Agreement (the “Agreement” or “Trust”) by, between and among Trustee, LTS, and UPMA was established by means of Trustee’s creation of a UPMA Account maintained by LTS;
WHEREAS, Trustee desires to acquire through escrow, have held in trust, and use as media of exchange Specie Currencies maintained in the Account established by Trustee with UPMA;
WHEREAS, Trustee may desire from time to time to place in Trust assets and properties not held within Trustee’s Account;
WHEREAS, LTS is willing to act as escrow agent, co-trustee and attorney-in-fact, as circumstances may require, with respect to all such acquisitions, holdings and usage;
NOW, THEREFORE, in consideration of the promises and mutual covenants and agreements contained herein, the above-named (hereinafter each referred to as “Party” or collectively as “Parties” ) hereby enter into this Agreement as follows:
Name of Trust. The name of the Trust is as set forth in the Trust Declarations.
Type of Trust. Unless the Entity Name contains the word “Irrevocable” (in which case this Agreement shall constitute a complex, discretionary, irrevocable, non-grantor, spendthrift trust), the Trust created hereby shall be revocable and may be altered, amended or revoked at any time without court approval, upon agreement of Trustee and LTS. If the Trustee is acting in the capacity of a manager, officer, director or partner of a limited liability company, corporation, or general/limited partnership, the assets, income and expenses of the Trust shall flow through to such entity, not to the Trustee as a natural person. The current trust agreement will always be evidenced by the most recent version of this Agreement, to which the Parties affirm their continued and ongoing consent by continuing to operate under its provisions without express revocation.
Account Transfers. Trustee does hereby assign, transfer and set over to this Trust all right, title and interest which the Trustee now has or may later acquire in and to Trustee’s Account Holdings, which may be augmented or diminished as follows:
Contributions. Trustee may make Account additions by tendering Paper Dollars for conversion into such Specie Currencies as Trustee may direct by means of Dollar Cost Averaging (“Contribution”). Trustee agrees not to initiate or conclude any chargeback, return, or similar step attempting to reverse any such Contribution, including those made by means of Automated Clearing House (“ACH”), credit/debit card, check or wire transactions initiated by the Trustee in the Account Portal. The Parties agree that LTS is hereby authorized to execute any transactions Trustee initiates by means of the Account Portal, and that all disputes regarding any transactions subject to this Agreement, including Trustee Contributions shall be resolved by means of the dispute resolution provisions set forth below.
If Trustee originates an ACH or Fedwire fund transfer and identifies by name and number a beneficiary financial institution, an intermediary financial institution or a beneficiary, LTS and every receiving or beneficiary financial institution may rely on the identifying number to make payment. LTS may rely on the number even if it identifies a financial institution, person or account other than the one named. Trustee agrees to be bound by automated clearing house association rules. These rules provide, among other things, that payments made to Trustee, or originated by Trustee, are provisional until final settlement.
Deposits and Withdrawals. Trustee may deposit Specie Currencies into Trustee’s Account. Constitutional Silver Dollar (CSD) deposits shall be converted to Silver Dollars (SD) at a rate of $1.50CSD to $1.00SD nominal face value. Trustee may withdraw Specie Currencies or Paper Dollars to the extent of the Trustee’s available Account Holdings, in minimum physical Specie Currency increments.
Bailments. Trustee may offer bullion for conversion into Specie Currency Account deposits. Silver bullion bailments shall be converted to Silver Dollars and gold bullion bailments shall be converted to Gold Dollars at the then current Exchange Rate.
Exchanges. Trustee may exchange one form of Specie Currency for another or for Paper Dollars at the then current relative Exchange Rates.
Sales. Trustee may employ Account Portal functionality to sell or buy goods or services to or from others having Account Portal access, using Specie Currency as a medium of exchange.
Non-Specie Trust Property. Trustee may from time to time request the addition of non-Specie Currency assets to the Trust. If such assets are approved by LTS for inclusion as Trust property, Trustee agrees to execute any necessary deeds or other transfer documents prepared or furnished by LTS that may be required to effect such transfers.
Trust Distribution. Unless otherwise provided by custom terms set forth in the Trust Declarations, upon Trustee’s death, if a natural person, or dissolution, if not, unless otherwise ordered by a court of competent jurisdiction:
Account Holdings. LTS shall distribute all Trustee Account Holdings into one or more LTS-administered Account as follows:
To surviving Account Partners on a pro rata basis; or
In the absence of surviving Partners, to Account Beneficiaries per stirpes on a pro rata basis, unless otherwise apportioned by Trustee in the Account Portal; or
In the absence of Account Beneficiaries, pro rata on the basis of Account Holdings to UPMA members within the same referral community as Trustee.
Liquidation/Administration of Non-Specie Trust Assets. In the absence of surviving Account Partners, LTS shall liquidate all Non-Specie Trust Property and distribute the Specie Currency sale proceeds into the appropriate LTS-Administered Accounts as provided in the preceding section. However, if there be any surviving Account Partners, title in such Non-Specie Trust Assets shall pass to them as Joint Tenants, without any liquidation thereof.
Special Needs Distributions. As directed by the first-listed Account Agent willing and able to serve (and if none, by LTS itself), LTS shall administer the Accounts of any Beneficiaries who either have not attained the age of 26 years or who have been designated as having special needs as follows:
LTS shall pay to or apply for the benefit of the Beneficiary such amounts as LTS, in its sole discretion, may from time to time deem necessary or advisable for the special needs of the Beneficiary.
If a Beneficiary suffers from a disability, LTS shall, in making distributions to or for the benefit of that Beneficiary, take into consideration the applicable resource and income limitations of the governmental benefit or assistance programs for which such Beneficiary is eligible.
Notwithstanding the above provisions, LTS may, in its sole discretion, make distributions to third parties to meet the Beneficiary's need for food, clothing, shelter, health care, or personal needs, even if those distributions will impair or diminish the Beneficiary's receipt or eligibility for government or insurance benefits or assistance, but only if LTS determines:
that the Beneficiary's basic needs will be better met if such distribution is made, and
it is in the Beneficiary's best interests to suffer the consequent effect, if any, on the Beneficiary's eligibility for, or receipt of, government or insurance benefits or assistance.
If the mere existence of the authority, set forth in the preceding Subparagraph, to make distributions, whether exercised by LTS or not, would, under the terms of any program of government or insurance benefits or assistance, result in the Beneficiary's reduction or loss of such benefits or assistance, then, the preceding Subparagraph shall be null and void and the LTS's authority to make such distributions shall cease.
Waiver. The parties intend to negate and eliminate any discretion granted to any court pursuant to UCA § 75-7-101 et seq. or similar statutory or regulatory provision. Neither Trust principal nor income shall be subject to any court directed invasion pursuant to the provisions of UCA § 75-7-501 et seq. or similar statutory or regulatory provision.
Trustee Powers.
If, as provided hereinabove, this Agreement constitutes a revocable Trust, Trustee shall be treated as the owner of any portion of the Trust in respect of which the beneficial enjoyment of the corpus or the income therefrom is subject to a power of disposition, exercisable by the Trustee or a nonadverse party, or both, without the approval or consent of any adverse party. Otherwise, if this Agreement constitutes an irrevocable Trust, the Trustee shall have no beneficial enjoyment of the Trust corpus or the income therefrom, with the following exceptions, which powers Trustee shall possess whether this Trust be a revocable or irrevocable:
Power to apply income to support of a dependent.—The power described in 26 USCA § 677(b) to the extent that Trustee would not be subject to tax under that section.
Power affecting beneficial enjoyment only after occurrence of event.—A power, the exercise of which can only affect the beneficial enjoyment of the income for a period commencing after the occurrence of an event such that Trustee would not be treated as the owner under 26 USCA § 673 if the power were a reversionary interest; but Trustee may be treated as the owner after the occurrence of the event unless the power is relinquished.
Power exercisable only by will.—A power exercisable only by will, other than a power in Trustee to appoint by will the income of the Trust where the income is accumulated for such disposition by the Trustee or may be so accumulated in the discretion of Trustee or a nonadverse party, or both, without the approval or consent of any adverse party.
Power to allocate among charitable beneficiaries.—The power to determine the beneficial enjoyment of the corpus or the income therefrom if the corpus or income is irrevocably payable for a purpose specified in 26 USCA § 170(c) (relating to definition of charitable contributions) or to an employee stock ownership plan (as defined in 26 USCA § 4975(e)(7)) in a qualified gratuitous transfer (as defined in 26 USCA § 664(g)(1)).
Power to distribute corpus.—The power to distribute corpus either—
to or for a beneficiary or beneficiaries or to or for a class of beneficiaries (whether or not income beneficiaries) provided that the power is limited by a reasonably definite standard which is set forth in this Trust instrument; or
to or for any current income beneficiary, provided that the distribution of corpus must be chargeable against the proportionate share of corpus held in trust for the payment of income to the beneficiary as if the corpus constituted a separate trust.
This power does not fall within the powers described in this paragraph if any person has a power to add to the beneficiary or beneficiaries or to a class of beneficiaries designated to receive the income or corpus, except where such action is to provide for after-born or after-adopted children.
Power to withhold income temporarily.—The power to distribute or apply income to or for any current income beneficiary or to accumulate the income for the same, provided that any accumulated income must ultimately be payable—
to the beneficiary from whom distribution or application is withheld, to the estate of the same, or to appointees of the same (or persons named as alternate takers in default of appointment) provided that such beneficiary possesses a power of appointment which does not exclude from the class of possible appointees any person other than the beneficiary, the estate, creditors, or the creditors of the estate of the same, or
on termination of the Trust, or in conjunction with a distribution of corpus which is augmented by such accumulated income, to the current income beneficiaries in shares which have been irrevocably specified in the Trust instrument.
Accumulated income shall be considered so payable although it is provided that if any beneficiary does not survive a date of distribution which could reasonably have been expected to occur within the beneficiary's lifetime, the share of the deceased beneficiary is to be paid to the appointees of the same or to one or more designated alternate takers (other than Trustee or Trustee's estate) whose shares have been irrevocably specified. A power does not fall within the powers described in this paragraph if any person has a power to add to the beneficiary or beneficiaries or to a class of beneficiaries designated to receive the income or corpus except where such action is to provide for after-born or after-adopted children.
Power to withhold income during disability of a beneficiary.—The power exercisable only during—
the existence of a legal disability of any current income beneficiary, or
the period during which any income beneficiary shall be under the age of 21 years,
to distribute or apply income to or for such beneficiary or to accumulate and add the income to corpus. A power does not fall within the powers described in this paragraph if any person has a power to add to the beneficiary or beneficiaries or to a class of beneficiaries designated to receive the income or corpus, except where such action is to provide for after-born or after-adopted children.
Power to allocate between corpus and income.—The power to allocate receipts, and disbursements, including gains and losses as well as extraordinary or taxable stock dividends pursuant to 26 USCA § 643, between Trust corpus and income.
Trustee Duties. Trustee shall advise LTS of any unauthorized activity with respect to Trust assets as soon as practicable, but in no case later that 60-days after release by LTS of an Account Statement reflecting such unauthorized activity. Moreover, Trustee shall make advance arrangements for LTS to receive notification of Trustee’s death or dissolution as soon as practicable after occurrence of the same.
LTS Powers & Duties.
Receipt and Verification of Good Funds. LTS shall receive and verify Trustee’s deposits as good funds. In its sole discretion, LTS may proceed with the exchange of deposits received from Trustee into Specie Legal Tender before funds have been fully verified as good funds and proceed to credit the Account with respect thereto, in which case LTS may place a hold on the use of any such issued tokens until such time as the related deposit is fully cleared as good funds.
Exchange of Good Funds for Specie Legal Tender. Once LTS has verified Trustee’s deposit as good funds (or as otherwise provided in the preceding section) LTS shall proceed to exchange such funds for the Trustee-designated Specie Currency at the Exchange Rate according to the Dollar-Cost Averaging schedule specified by Trustee as the time of the deposit.
Receipt and Verification of Specie Currency. Upon receipt of Specie Currency exchanged through escrow, LTS shall verify its face amount, weight and authenticity. All verified Specie Currency held for Trustee’s benefit shall remain in the care, custody and control of LTS, its contracted vaulting facilities, or common carriers, and shall at all times be insured against loss or damage until withdrawn or redeemed.
Transactions for Goods & Services. LTS shall support Trustee’s ability to transfer funds to others for goods and services by means of the Account Portal.
Dispute Resolution Services. LTS may, upon request, render dispute resolution services to Trustee and other interested parties with respect to any issues or questions that may arise out of the sale of goods or services by means of the Account Portal.
Account Statements. LTS shall provide Trustee access to monthly Account statements by means of the Account Portal. Trustee shall examine Account statements with “reasonable promptness.” If Trustee discovers (or reasonably should have discovered) any unauthorized transactions, signatures or alterations, Trustee shall promptly notify LTS of the relevant facts. As between Trustee and LTS, if Trustee fails in the foregoing duties, Trustee will have to either share the loss with LTS, or bear the loss entirely (depending on whether LTS used ordinary care and, if not, whether LTS substantially contributed to the loss). The loss could be not only with respect to items on the statement but other items with unauthorized signatures or alterations by the same wrongdoer.
Trustee agrees that the time Trustee has to examine Account statement and report any irregularities to LTS will depend on the circumstances, but will not, under any circumstance, exceed a total of 30 days from when the Account statement is first made available to Trustee.
Trustee’s failure to report any unauthorized signatures, alterations, forgeries, or any other errors in Trustee’s Account within 60 days of when LTS first makes the Account statement available, shall bar any claim by Trustee against LTS with respect to any items in that Account statement, and as between Trustee and LTS the loss will be entirely Trustee’s. This 60-day limitation is without regard to whether LTS used ordinary care.
Insurance. LTS shall maintain appropriate insurance in the name and at the expense of the Trust on all Trust assets to the extent such insurance is commercially available.
Recordation. LTS shall record the Trust’s interest in any real property held hereby with the applicable recorder’s office.
Final Distribution. Upon the initial Trustee’s death or dissolution, LTS shall distribute Trust Assets as provided herein above.
Discretion. In addition to any powers which may be conferred upon LTS under the laws of Utah in effect during the life of this Trust, Trustee confers upon LTS all those discretionary powers of UCA § 75-7-801, et seq. or similar statute or statutes governing the discretion of trustees so as to confer upon LTS the broadest possible powers available for the management of the Trust assets and consistent with UCA § 75-7-801, et seq. as may be amended from time to time. If LTS wishes to exercise powers beyond the express and implied powers of UCA § 75-7-801, et seq, LTS shall seek, and must obtain, judicial approval.
Trustee’s Special Needs. In the event that Trustee loses legal capacity, LTS shall assume the role of Trustee through final distribution of all Trust assets and shall administer to the initial Trustee as a special needs beneficiary hereunder, as directed by the first-listed Account Agent willing and able to serve. If no such Account Agent exists, LTS shall undertake that role.
Reliance. No person, firm or corporation dealing with LTS or its nominee or performing any act pursuant to action taken or order given by LTS or such nominee shall be obliged to inquire as to the propriety, validity or legality of such action or order under this Trust Agreement, nor shall any such person be liable for the application of any money or other consideration paid to LTS or such nominee, but instead may rely upon any action taken by LTS or such nominee pursuant to the powers and authorities conferred upon it under the provisions of this Trust Agreement in all respects as if the same were completely unlimited. No transfer agent or registrar of any security held under this Trust Agreement shall be required to inquire as to the propriety, validity or legality of any transfer made by LTS or such nominee.
Definitions.
“Account” means the transactional record of a UPMA member’s capital credit account maintained by LTS, accessible by means of the Account Portal, together with the Specie Currency held therein.
“Account Holdings”means the sum of Specie Currency contributions, deposits, and receipts, net of authorized, dues, fees, charges, commissions, transfers, withdrawals and payments as reflected in a Particular Account.
“Account Portal” means the client interface maintained by LTS, accessed by UPMA members using secure credentials in order to initiate and settle Account transactions, as well as view and update Account settings, including the designation of Account Partners, Account Beneficiaries and Account Agents.
"Constitutional Silver Dollar" means Specie Legal Tender silver coin issued by the United States before 1965 in all its various denominations having 371.25 grains of fine silver per one dollar nominal face value.
“Declarations” consist of the key Trust dates, designations, balances, descriptions, terms and other such features set forth in the Trust cover sheet generated from the Account Portal.
"Dollar Cost Averaging (DCA)" means the process by which LTS converts Paper Dollars into Gold Dollars through a series of separate transactions at the then current Exchange Rate on each business contained within the exchange period, which begins on the next business day following receipt of funds by LTS and runs for one month, or such other period as Member may designate at the time of tender.
“Entity Name” is as specified by the Trustee in the Account Portal.
"Exchange Rate" means the number of Paper Dollars (rounded to the nearest cent) per Gold Dollar or per Silver Dollar set each business day by LTS, according to prevailing retail market prices, for use with respect to all Account transactions throughout a given day.
"Gold Dollar" means Specie Legal Tender consisting of one fiftieth of a United States American Eagle (22 karat) or American Buffalo (24 karat) coin, having one troy ounce of fine gold content and a "50 dollar" nominal face value, as described in 31 USCA §§ 5112(a)(7), (a)(11), (i)(1) & (q).
“Trustee" means the person who by creating an Account using the Account Portal executed this Agreement.
"LTS" means Legal Tender Services, PLLC, dba Legal Tender Exchange, or such person or entity LTS may from time to time appoint.
“Other Holdings” means assets contributed to the Trust by Trustee, which do not constitute Account Holdings.
"Paper Dollar" means a Federal Reserve Note, as referred to in 31 USCA § 5103, or its electronic equivalent issued through the Federal Reserve Banking system, together with base metal coinage issued by the United States of America.
"Silver Dollar" means Specie Legal Tender which is a United States American Liberty coin, having one troy ounce of fine silver content and a "One Dollar" nominal face value, as described in 31 USCA §§ 5112(e).
“Specie Currency” means Specie Legal Tender together with currencies pegged thereto which are supported by the Account Portal.
"Specie Legal Tender" means gold or silver coin that is issued by the United States, and as otherwise provided in UCA § 1501.1.
“Trust” means this Agreement.
“UCA” means Utah Code Annotated.
“UPMA” means the United Precious Metals Association, a Utah Limited Cooperative Association.
“USCA” means United States Code Annotated.
General Terms and Conditions.
Notices. Any notice or other communication required or permitted to be given under this Agreement by any Party hereto to any other Party hereto shall be considered as properly given if in writing emailed to and from, as the case may be, info@legaltender.services and Trustee’s email used to login to the Account Portal, or mailed by registered or certified mail, return receipt requested and postage prepaid, to 333 South Main Street, Alpine, UT 84004 if directed LTS, of if directed to Trustee, the address maintained by Trustee in the Account Portal.
Except as may be otherwise provided, delivery of any communication given in accordance herewith shall be effective only upon actual receipt thereof by the Party or Parties to whom such communication is directed. Any Party may change the address to which communications hereunder are to be directed by giving written notice to the other Party or Parties in the manner provided in this section.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without regard to choice of law principles, and of the United States of America. For purposes of construing the legal tender status, valuation and treatment of Paper, Gold and Silver Dollars, the following authorities shall be controlling: UCA §§ 59-1-1501 et seq.; 31 USCA §§ 5101, 5102, 5103, 5112(a)(7), (a)(11), (h), (i)(1) & (q), 5118(d)(2) & 5119(a); together with the following U.S. Supreme Court Decisions: New York ex rel. Bank of New York v. Board of Supervisors, 74 U.S. 26 (1869); Lane County v. Oregon, 74 U.S. 71 (1869); Bronson v. Rodes, 74 U.S. 229 (1869); Butler v. Horowitz, 74 U.S. 258 (1869); Thompson v. Butler, 95 U.S. 694 (1878); and such other relevant authorities and precedents as the parties to this Agreement may invoke.
Venue. Any action at law or in equity instituted in connection with this Agreement shall be brought in the appropriate court located within Salt Lake County, Utah, U.S.A.
Mediation. The Parties hereby agree to participate in good faith in at least eight (8) hours of non-binding mediation during the early stages of any dispute or controversy arising out of this Agreement, with each Party bearing half the cost of such mediation proceedings.
Advice of Counsel. Trustee acknowledges having been afforded the opportunity to consult with legal counsel, as well as tax and financial advisors, at the Trustee's own expense, regarding the provisions of this Agreement prior to execution of the same.
Tax Law Compliance. Neither this Agreement, nor any provision contained herein, is intended to be, to operate as, or to be construed in any manner as an "abusive tax shelter" or other unlawful means or device to defeat or evade (in whole or in part) any lawful tax or other public charge, due, debt, reporting requirement, or any other duty or obligation imposed by law or arising out of contract or other underlying transaction to which this Agreement pertains.
Proprietary Information. The Parties agree and acknowledge that this Agreement establishes a confidential relationship with respect to the exchange of Proprietary Information as follows:
The receiving Party agrees to disclose the other Party's Proprietary Information only to its employees, agents, contractors, and affiliated companies who have a need to know and who are bound by similar non-disclosure provisions. The receiving Party agrees not to use the other Party's Proprietary Information for any purpose other than for the purposes set forth herein. The standard of care to be utilized by the receiving Party in the performance of the obligations set forth in this section of the Agreement shall be the standard of care utilized for its own Proprietary Information, and in no case will be less than a reasonable standard of care.
The receiving Party agrees to refrain from using the other Party's Proprietary Information to that Party’s commercial detriment, including use of such Proprietary Information to circumvent or disintermediate the disclosing Party with respect to existing and ongoing business activity and relationships.
Proprietary Information disclosed hereunder shall remain the property of the disclosing Party. No license under any patent, copyright, trademark or trade secret is granted or implied by the disclosing Party. The parties are under no obligation to enter into any further agreement.
Promptly after receipt of written request from the disclosing Party, the receiving Party shall return all documents comprising Proprietary Information to the disclosing Party, and all copies of any such documents, subject to the receiving Party’s rights to retain one copy of each such document in the files of its legal department for historical record purposes only.
A receiving Party’s obligation not to disclose Proprietary Information received pursuant to this Agreement shall remain in full force and effect following the termination of this Agreement until such information ceases to be Proprietary Information as provided hereinabove.
Conflict Waiver. The Parties agree to waive any and all potential conflicts of interest that may or do exist by virtue of LTS or any of its owners, officers, directors or employees being in privity of contract with both Trustee and an association, society or other such entity to which LTS provides services and to which Trustee belongs. Any legal services provided by LTS to Trustee other than those contemplated herein shall be subject to a separate attorney/client agreement containing such conflict of interest disclosure and waiver provisions as may be warranted under the circumstances.
Reliance. The Parties may rely on, and shall not be liable for acting or refraining from acting in accordance with, any written notice, instruction or request or other paper furnished hereunder or pursuant hereto and believed by to have been signed or presented by the proper Party or Parties. Under such circumstances, the Parties shall not be liable to each other for any lost profits, lost savings or other special, exemplary, consequential or incidental damages.
Compensation. Trustee and LTS shall be entitled to such compensation as may be allowable under Federal and Utah law pursuant to UCA § 75-7-708, or as may be amended. They shall further be entitled to reimbursement of reasonable expenses they incur in the administration of this Trust and may assess such fees and costs against the Trustee’s Account Holdings.
Limit of Liability. Neither Trustee nor LTS shall be required to execute and file a bond unless and until determined by a court having jurisdiction over this Trust. Neither Trustee nor LTS shall be personally liable for his or her good faith efforts in administering the trust estate, nor to the Trust or its beneficiaries, and shall be held harmless by the Trust, for any loss, expense, damage, or claim incurred by Trustee or LTS by reason of any act performed or omitted to be performed by either, acting in good faith, in the administration of the Trust. Trustee and LTS shall be deemed to have acted in good faith on behalf of the Trust if they acted in a manner reasonably believed by them to be within the scope of their authority and in the best interest of the Trust and its beneficiaries. Further, neither the Trustee nor LTS shall not be personally liable for obligations arising from their ownership or control of Trust property or for torts committed in the course of their administration of the Trust. Notwithstanding the foregoing, Trustee or LTS shall be personally liable for their respective breach of trust by acts or omissions, committed intentionally, with gross negligence, in bad faith, or with reckless indifference to the interests of the beneficiaries, and as to any profit that the Trustee or LTS derives from any such breach of trust.
Force Majeure. A Party is not liable for failure to perform the Party's obligations if such failure is as a result of Acts of God (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout or interruption or failure of electricity or telephone service.
Confidentiality. The Parties hereto agree to maintain in confidence all information relating to this Agreement as well as to the nature and extent of the relationship between Trustee and LTS to the full extent permitted by law.
Termination. Unless this be an irrevocable Trust, either Party may terminate this Trust Agreement upon 30-days advance written notice to the other Parties. Upon termination, Trustee shall take delivery from LTS of the Account Holdings together with any Non-Specie Trust Property documents held in Trust by LTS for Trustee. Trustee shall execute a full and final release of LTS and bear all fees, costs and expenses associated with such delivery, which shall be deducted from the Account Holdings prior to delivery of the same.
Equitable Relief. Each Party agrees that in the event of a breach or threatened breach of the provisions of this Agreement by the other Party, the non-breaching Party may have no adequate remedy at law, and accordingly shall be entitled to an injunction against such breach in addition to any other available remedy.
Modification. Any modification of this Agreement will be effective only if made by LTS, with 45-days advance written notice to Trustee.
Waiver. The failure of a Party hereto to insist on strict compliance with any of the terms, covenants, or conditions of this Agreement by any other Party shall not be deemed a waiver of that term, covenant, or condition, nor shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right or power for all or any other times.
Severability. The Parties hereby agree that if for any reason any provision of this Agreement is found to be unenforceable by a court of competent jurisdiction, all remaining provisions shall continue in full force and effect.
Headings, Counterparts, Number. The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. This Agreement and any affidavit, certificate, instrument, agreement or other document required to be provided hereunder may be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute but one and the same instrument. Unless the context shall otherwise require, the singular shall include the plural and vice-versa, and each pronoun in any gender shall include all other genders.
Entire Agreement. With the exception of custom terms set forth in the Trust Declarations, the terms and provisions of this Agreement constitute the entire agreement among the Parties hereto in respect of the subject matter hereof, and no Party has relied on any representations or agreements of the other except as specifically set forth in this Agreement.
Exclusive Benefit. This Agreement is for the sole and exclusive benefit of the Parties hereto, and nothing in this Agreement express or implied, is intended to confer or shall be construed as conferring upon any other person any rights, remedies or any other type or types of benefits.
Successors/Assignments. This Agreement shall be binding upon and inure to the benefits of the respective successors, assigns, and personal representatives of the Parties, except to the extent of any contrary provision in this Agreement. This Agreement may not be assigned by any Party without the advance written consent of the other Parties, which shall not be unreasonably withheld, and so long as no Party is in default of its obligations hereunder. Moreover, Trustee may only assign this Agreement to a Party who completes a due diligence process, including without limitation Know Your Client procedures, to the satisfaction of LTS and in LTS’s sole discretion. Any assignee must provide a statement in writing to the remaining Parties to this Agreement that it agrees to accept all terms and conditions of this Agreement in the place of the assigning Party.
Representations and Warranties. Each Party represents that it has all necessary powers, rights, and authority to enter into this Agreement and to make the disclosures contemplated by this Agreement. Trustee hereby represents and warrants, after inquiry, that the information provided herein is true and correct and that Trustee is not known to:
be listed on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Asset Control, U.S. Department of the Treasury ("OFAC") pursuant to Executive Order number 13224, 66 Federal Register 49079 (September 25, 2001) (the "Order");
be listed on any other list of terrorists or terrorist organizations maintained pursuant to the Order, the rules and regulations of OFAC or any other applicable requirement contained in any enabling legislation or other executive orders in respect to the Order (hereinafter collectively the "Orders");
be engaged in activities prohibited in the Orders; or
have been convicted, pleaded nolo contendere, indicted, arraigned or detained on charges involving money laundering or predicate crimes to money laundering.
Electronic Execution. Pursuant to the provisions of the Electronic Signatures in Global and National Commerce Act (E-SIGN, 2000) 15 USCA §§ 7001-7031 (Supp. 2001), and Utah's Uniform Electronic Transactions Act, UCA §§ 46 4-101 to -501 (2000), execution of this Agreement by electronic means provided on websites or mobile applications which may from time to time be maintained by LTS for that purpose carries the same weight and legal effect as traditional paper documents and handwritten signatures. The Parties further acknowledge and agree that transactions and/or signatures in records may not be denied legal effect solely because they are conducted, executed, or prepared in electronic form, and that if a law requires a record or signature to be in writing, an electronic record or signature satisfies that requirement.
IN WITNESS WHEREOF, the Parties hereto electronically execute this Agreement effective the date of the creation of Trustee's Account governed hereby.