if mailed.
11.7.
ENTIRE AGREEMENT.
THE PARTIES AGREE THAT THIS AGREEMENT AND THE
EXHIBITS ATTACHED HERETO SUPERCEDE THE ORIGINAL JOINT VENTURE AGREEMENT, THE
EXHIBITS ATTACHED THERETO AND ALL AMENDMENTS THEREOF PRIOR TO THE DATE OF THIS
AGREEMENT.
THE PARTIES AGREE THAT NONE OF THEM HAS MADE ANY REPRESENTATION,
WARRANTY, COVENANT OR AGREEMENT (ORAL OR OTHERWISE) NOT SET FORTH HEREIN, IN THE
AMENDED AND RESTATED DATA PROCESSING SUPPORT AGREEMENT, OR THE SERVICE AGREEMENT
OR THE INSTRUMENTS AND DOCUMENTS CONTEMPLATED HEREBY AND THEREBY, AND THAT SUCH
AGREEMENTS, INSTRUMENTS AND DOCUMENTS CONSTITUTE THE ENTIRE AGREEMENT BETWEEN
THE PARTIES.
11.8.
RIGHTS NOT EXCLUSIVE.
NO RIGHT OR REMEDY UNDER THIS AGREEMENT, THE
AMENDED AND RESTATED DATA PROCESSING SUPPORT AGREEMENT OR THE SERVICE AGREEMENT
IS INTENDED TO BE EXCLUSIVE OF ANY OTHER RIGHT OR REMEDY (UNLESS EXPRESSLY SO
PROVIDED HEREIN OR THEREIN), AND EACH AND EVERY RIGHT AND REMEDY SHALL BE
CUMULATIVE AND IN ADDITION TO ANY OTHER RIGHT OR REMEDY GIVEN HEREUNDER OR
THEREUNDER, OR NOW OR HEREAFTER LEGALLY EXISTING.
11.9.
WAIVER.
NO WAIVER SHALL BE DEEMED TO HAVE BEEN MADE BY ANY PARTY
HERETO OF ANY OF ITS RIGHTS HEREUNDER UNLESS THE SAME SHALL BE IN WRITING.
11.10.
LAW GOVERNING.
THIS AGREEMENT IS INTENDED TO BE PERFORMED IN
ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS AND SHALL BE
CONSTRUED GOVERNED AND ENFORCED IN ACCORDANCE THEREWITH.
11.11.
HEADINGS.
THE HEADINGS IN THIS AGREEMENT ARE FOR PURPOSES OF
REFERENCE ONLY AND SHALL NOT LIMIT OR OTHERWISE AFFECT THE MEANING HEREOF OR IN
ANY WAY BE DEEMED TO CONSTITUTE A PART HEREOF.
11.12.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH
TOGETHER SHALL CONSTITUTE ONE INSTRUMENT.
11.13.
AFFILIATE.
FOR PURPOSES OF THIS AGREEMENT, "AFFILIATE" SHALL MEAN
THE PARENT OF EITHER PARTY (A CORPORATION OR OTHER BUSINESS ENTITY OWNING 51% OR
MORE OF THE CAPITAL OF SUCH PARTY) AND ANY SUBSIDIARY OF SUCH PARTY OR OF SUCH
PARTY'S PARENT.
"SUBSIDIARY" SHALL MEAN A CORPORATION OR OTHER ENTITY,
FIFTY-ONE PERCENT (51%) OR MORE OF THE CAPITAL STOCK (OR SIMILAR EQUITY
INTEREST) OF WHICH IS OWNED BY A PARTY OR A SUBSIDIARY OF A PARTY.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.
STATE STREET CORPORATION
By:
/s/ James S. Phalen
James S. Phalen
DST SYSTEMS, INC.
By:
/s/ Thomas A. McDonnell
Thomas A. McDonnell
Boston Financial Data Services, Inc. hereby agrees to execute and perform the
agreements referred to in the foregoing Agreement to which it is a named party
and to the restrictions on its capital stock as set forth in Section 2.9 and in
Section 10 of the foregoing Agreement.
BOSTON FINANCIAL DATA SERVICES, INC.
By:
/s/ Stephen C. Hooley
Stephen C. Hooley