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17 <br />Company agrees to indemnify and hold Bank and its directors, officers, <br />employees and agents harmless from all claims, demands, losses, liabilities, <br />judgments and expenses (including their attorneys’ fees and legal expenses) <br />arising out of or in any way connected with Bank’s performance under this <br />Agreement. Company agrees this indemnification will survive the closing of <br />Company’s Account and the termination of any Service. <br /> <br />Adverse Claims. <br />If any person or entity makes a claim against funds in Company’s Account, <br />or if Bank believes that a conflict exists between or among the Authorized <br />Signers on Company’s Account or that there is a dispute over matters such <br />as the ownership of Company’s Account or the authority to withdraw funds <br />from Company’s Account, Bank may, without any liability to Company, take <br />one or more of the following actions: (i) continue to rely on Bank’s records to <br />determine the ownership of or the identity of the Authorized Signer(s) for <br />Company’s Account; (ii) honor the claim upon receipt of evidence <br />satisfactory to Bank to justify such claim; (iii) freeze all or a part of the funds <br />in Company’s Account until the dispute is resolved to Bank’s satisfaction; <br />(iv) close Company’s Account and send a check for the available balance in <br />Company’s Account payable to Company or to Company and each claimant; <br />or (v) pay the funds into an appropriate court. <br /> <br />Legal Process. <br />Bank may accept and act on any legal process it believes is valid, whether <br />served in person, by mail or by electronic notification, at any location of Bank. <br />“Legal process” includes a levy, garnishment or attachment, tax levy or <br />withholding order, injunction, restraining order, subpoena, search warrant, <br />government agency request for information, forfeiture, seizure or other legal <br />process relating to Company’s Account. Any such legal process is subject to <br />Bank’s security interest and right of setoff. Bank will not notify Company of <br />a grand jury subpoena affecting Company or Company’s Account. <br /> <br />“Freezing” Company’s Account. <br />As part of Bank’s loss prevention program, when Bank suspects that <br />irregular, unauthorized, or unlawful activities may be occurring in <br />connection with Company’s Account, Bank may “freeze” (or place a hold on) <br />the balance in Company’s Account (and in other Account(s) Company <br />maintains with Bank) pending an investigation of such suspected activities. <br />If Bank freezes Company’s Account, Bank will give any notice required by <br />the laws governing this Agreement. <br /> <br />Force Majeure. <br />Neither party to this Agreement shall be deemed to be in default of any of <br />6.1.D. - Page 59