Template:Nutshell Equity Derivatives 9.11

9.11. Representation and Agreement. A party delivering Shares under a Transaction represents, on the date of conveyance, that it has conveyed good title to the necessary Shares, free from:

(i) Encumbrance: any encumbrance (other customary liens) or other restrictions, without the receiver having to provide any documents or comply with any volume or manner of sale restrictions,

(ii) Transfer restrictions: any restrictions or required consents to transfer of the Shares by any person,

(iii) Transferee limitations: any limitations on who may be transferred such Shares,

(iv) Certification requirements: Any approval, consent, opinion or notice from any person before transfer of theShares, and

(v) Registration: any registration, qualification or prospectus delivery requirement for such Shares under applicable laws.

(vi) Book-entry form: Where a Clearance System is involved, the Shares are properly in book-entry form.