Talk:2004 ISDA Novation Definitions: Difference between revisions

2004 ISDA NOVATION DEFINITIONS  

 

===ARTICLE I: DEFINITIONS===

Section  {{novprov|1.11}}. {{novprov|New Agreement}}. “{{novprov|New Agreement}}” means the {{novprov|ISDA Master Agreement}} between the Transferees or between a {{novprov|Transferee}} and a {{novprov|Remaining Party}}, as the case may be, that governs the relationship between the parties with respect to the {{novprov|New Transaction}}. If such Transferees, or a {{novprov|Transferee}} and a {{novprov|Remaining Party}}, as the case may be, have not yet executed an {{novprov|ISDA Master Agreement}}, the following shall be deemed to be included in the {{novprov|Novation Confirmation}}: “This {{novprov|Novation Confirmation}} evidences a complete and binding agreement between the parties as to the terms of the {{novprov|New Transaction}} to which this {{novprov|Novation Confirmation}} relates. In addition, the parties agree to use all reasonable efforts promptly to negotiate, execute and deliver an agreement in the form of an {{novprov|ISDA Master Agreement}}, with such modifications as the parties will in good faith agree. Upon the execution by the parties of such an agreement, this {{novprov|Novation Confirmation}} will supplement, form part of, and be subject to that agreement. All provisions contained in or incorporated by reference in that agreement upon its execution will govern this {{novprov|Novation Confirmation}} except as expressly modified herein. Until the parties execute and deliver that agreement, this {{novprov|Novation Confirmation}}, together with all other documents referring to an {{novprov|ISDA Master Agreement}} (each a “Confirmation”) confirming transactions (each a “Transaction”) entered into between the parties (notwithstanding anything to the contrary in a Confirmation), shall supplement, form a part of, and be subject to, an agreement in the form of the 1992 {{novprov|ISDA Master Agreement}} (Multicurrency – Cross Border), if any {{novprov|Confirmation}} dated prior to the date of the {{novprov|Novation Confirmation}} refers to that {{novprov|ISDA Master Agreement}} and otherwise the 2002 {{novprov|ISDA Master Agreement}} as if the parties had executed an agreement in such form (but without any Schedule except for the election of the governing law specified in Section 3.4(a) of the 2004 ISDA {{novprov|Novation}} Definitions and a Termination Currency of euro, if the ISDA  Master  Agreement  between  the  Transferees  or  between  a  {{novprov|Transferee}}  and  a {{novprov|Remaining Party}}, is expressed to be governed by English law, or United States Dollars, if the {{novprov|ISDA Master Agreement}} between the Transferees or between a {{novprov|Transferee}} and a {{novprov|Remaining Party}}, is expressed to be governed by the laws of the State of New York) on the Trade Date of the first such {{novprov|Transaction}} between the parties. In the event of any inconsistency between the provisions of that agreement and this {{novprov|Novation Confirmation}}, this {{novprov|Novation Confirmation}} will prevail for the purpose of this {{novprov|Novation Transaction}}.” <br>

===ARTICLE II: REPRESENTATIONS AND WARRANTIES===

Section  {{novprov|2.1}}. '''{{novprov|Representations and Warranties}}'''. <br>

(i) unless otherwise specified and detailed in the {{novprov|Novation Confirmation}}, neither the {{novprov|Transferor}} nor the {{novprov|Remaining Party}}, nor {{novprov|Transferor}} 1 or {{novprov|Transferor}} 2, nor {{novprov|Transferee}} 1 or {{novprov|Transferee}} 2, as applicable, has Delivered any Deliverable Obligations or made any payments or other adjustments in connection with the Settlement Method applicable to the {{novprov|Old Transaction}}; and <br>

===ARTICLE III MISCELLANEOUS ===

===EXHIBIT A===

===EXHIBIT B ===

(a) Transferor 1 and {{novprov|Transferor}} 2 are each released and discharged from further obligations to each other under each {{novprov|Old Transaction}} with respect to the {{novprov|Novated Amount}} of each {{novprov|Old Transaction}} and their respective rights against each other thereunder are cancelled, provided that such release and discharge shall not affect any rights, liabilities or obligations of {{novprov|Transferor}} 1 or {{novprov|Transferor}} 2 with respect to payments or other obligations due and payable or due to be performed prior to the {{novprov|Novation Date}} and all such payments and obligations shall be paid or performed by {{novprov|Transferor}} 1 or {{novprov|Transferor}} 2, as the case may be, in accordance with the terms of each {{novprov|Old Transaction}}; <br>

===EXHIBIT C===

2. The terms of the {{novprov|Novation Transaction}} to which this {{novprov|Novation Confirmation}} relates are as follows: