OF THE SUCCESSORS AND ASSIGNS OF THE PARTIES HERETO WHETHER SO EXPRESSED
OR NOT.
11.2.
SUCCESSORS AND ASSIGNS.
ALL TERMS AND PROVISIONS OF THIS AGREEMENT
SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY, THE
PARTIES HERETO, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS; PROVIDED, HOWEVER,
THAT THIS AGREEMENT MAY NOT BE ASSIGNED BY EITHER PARTY TO ANY OTHER PERSON
WITHOUT PRIOR WRITTEN CONSENT OF THE OTHER PARTY HERETO.
11.3.
SPECIFIC PERFORMANCE.
IT IS RECOGNIZED BY THE PARTIES HERETO THAT
THE BENEFITS AND OTHER RIGHTS GRANTED HEREUNDER ARE UNIQUE AND LOSS THEREOF MAY
NOT BE FULLY COMPENSATED BY MONEY DAMAGES. THEREFORE, THE PARTIES AGREE THAT
EITHER PARTY SHALL HAVE THE RIGHT, IN ADDITION TO ALL OTHER RIGHTS AND REMEDIES
AVAILABLE TO IT, TO A DECREE FOR SPECIFIC PERFORMANCE TO SECURE COMPLIANCE WITH
THE PROVISIONS OF THIS AGREEMENT, THE AMENDED AND RESTATED DATA PROCESSING
SUPPORT AGREEMENT, OR THE SERVICE AGREEMENT.
11.4.
BROKERAGE AND FINDERS' FEES.
STATE STREET AND DST REPRESENT AND
WARRANT THAT THERE ARE NO CLAIMS FOR BROKERAGE COMMISSIONS OR FINDERS' FEES IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
INSOFAR AS ANY
SUCH CLAIMS MAY BE ALLEGED TO BE BASED ON ARRANGEMENTS OR AGREEMENTS MADE BY, OR
ON BEHALF OF, A PARTY, SUCH PARTY AGREES TO INDEMNIFY AND HOLD THE OTHER PARTIES
HARMLESS FROM AND AGAINST ALL LIABILITY, LOSS, COST, DAMAGE OR EXPENSE,
INCLUDING REASONABLE COUNSEL FEES, ARISING THEREFROM.
11.5.
INDEMNIFICATION; CONSEQUENTIAL DAMAGES.
EACH PARTY WILL DEFEND,
INDEMNIFY AND HOLD HARMLESS THE OTHER PARTY AGAINST ALL CLAIMS, DEMANDS, CAUSES
OF ACTION, ACTIONS, SUITS, PROCEEDINGS, JUDGMENTS, DECREES, DEBTS, LIABILITIES,
COSTS, LEGAL FEES AND EXPENSES OF EVERY KIND WHATSOEVER WHICH MAY (EXCEPT AS
HEREIN OTHERWISE PROVIDED) ARISE OUT OF BREACH BY SUCH PARTY OF ANY
REPRESENTATION, WARRANTY OR AGREEMENT TO THE OTHER PARTY HEREIN CONTAINED.
IN
NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY
FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES
(INCLUDING BUT NOT LIMITED TO SUCH DAMAGES ARISING FROM BREACH OF CONTRACT OR
WARRANTY OR FROM NEGLIGENCE OR STRICT LIABILITY), IN CONNECTION WITH THIS
AMENDED AND RESTATED JOINT VENTURE AGREEMENT, EVEN IF SUCH PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE LEGAL OR
EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
11.6.
NOTICES.
ALL COMMUNICATIONS AND NOTICES PROVIDED FOR HEREIN SHALL
BE IN WRITING, AND SHALL BE DEEMED TO HAVE BEEN DULY GIVEN IF DELIVERED
PERSONALLY, OR IF SENT BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID,
ADDRESSED:
If to State Street:
Secretary
State Street Corporation
State Street Financial Center
One Lincoln Street
Boston, Massachusetts
02111
If to DST:
President
DST Systems, Inc.
333 W. 11th Street
Kansas City, Missouri
64105
or to the attention of such other person at such other addresses as may have
been furnished by any party to the other parties in writing. Such notices shall
be effective on the date delivered if delivered personally or on the day after
mailing