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2000 Global Master Repurchase Agreement
A Jolly Contrarian owner’s manual™
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Paragraph 9 in a Nutshell™
Use at your own risk, campers!
Full text of Paragraph 9
9. Representations
Each party represents and warrants to the other that
9(a) it is duly authorised to execute and deliver this Agreement, to enter into the Transactions contemplated hereunder and to perform its obligations hereunder and thereunder and has taken all necessary action to authorise such execution, delivery and performance;
9(b) it will engage in this Agreement and the Transactions contemplated hereunder (other than Agency Transactions) as principal;
9(c) the person signing this Agreement on its behalf is, and any person representing it in entering into a Transaction will be, duly authorised to do so on its behalf;
9(d) it has obtained all authorisations of any governmental or regulatory body required in connection with this Agreement and the Transactions contemplated hereunder and such authorisations are in full force and effect;
9(e) the execution, delivery and performance of this Agreement and the Transactions contemplated hereunder will not violate any law, ordinance, charter, by law or rule applicable to it or any agreement by which it is bound or by which any of its assets are affected;
9(f) it has satisfied itself and will continue to satisfy itself as to the tax implications of the Transactions contemplated hereunder;
9(g) in connection with this Agreement and each Transaction
- (i) unless there is a written agreement with the other party to the contrary, it is not relying on any advice (whether written or oral) of the other party, other than the representations expressly set out in this Agreement;
- (ii) it has made and will make its own decisions regarding the entering into of any Transaction based upon its own judgment and upon advice from such professional advisers as it has deemed it necessary to consult;
- (iii) it understands the terms, conditions and risks of each Transaction and is willing to assume (financially and otherwise) those risks; and
9(h) at the time of transfer to the other party of any Securities it will have the full and unqualified right to make such transfer and that upon such transfer of Securities the other party will receive all right, title and interest in and to those Securities free of any lien, claim, charge or encumbrance.
- On the date on which any Transaction is entered into pursuant hereto, and on each day on which Securities, Equivalent Securities, Margin Securities or Equivalent Margin Securities are to be transferred under any Transaction, Buyer and Seller shall each be deemed to repeat all the foregoing representations. For the avoidance of doubt and notwithstanding any arrangements which Seller or Buyer may have with any third party, each party will be liable as a principal for its obligations under this Agreement and each Transaction.
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Related agreements and comparisons
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Related agreements: Click here for the same clause in the 1996 MRA, when we get round to finding out the first thing about it.
Comparison: Knowing and, really, caring very little about other kinds of repo agreement, we have nothing presently to compare the Global Master Repurchase Agreement with.
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Content and comparisons
Summary
Clause 9(e) is a nice, wide, broadly crafted representation that captures all manner of hermeneutic transgressions of intersectional space but, every now and then, still won’t quite do for some legal eagle or other. Perhaps, they quail, it might not capture a mendacious circumvention of, ohh, I don’t know, risk retention rules under the EU Securitisation Directive or something like that.[1] They will ask for flannel, over and above, to give them comfort, and may (probably will, actually) blame their counsel for making them insist on this.
Be firm.
General discussion
See also
References
- ↑ Yes, that does have a ring of verisimilitude about it, doesn’t it. You will never guess why.