GMRA wikitext: Difference between revisions

3,268 bytes removed ,  30 November 2018
no edit summary
No edit summary
No edit summary
Line 102: Line 102:
:(c) A {{gmraprov|Transaction}} which is varied under sub paragraph {{gmraprov|8(a)}} above shall thereafter continue in effect as though the {{gmraprov|Purchased Securities}} under that {{gmraprov|Transaction}} consisted of or included the {{gmraprov|New Purchased Securities}} instead of the {{gmraprov|Securities}} in respect of which {{gmraprov|Equivalent Securities}} have been transferred to {{gmraprov|Seller}}.<br>
:(c) A {{gmraprov|Transaction}} which is varied under sub paragraph {{gmraprov|8(a)}} above shall thereafter continue in effect as though the {{gmraprov|Purchased Securities}} under that {{gmraprov|Transaction}} consisted of or included the {{gmraprov|New Purchased Securities}} instead of the {{gmraprov|Securities}} in respect of which {{gmraprov|Equivalent Securities}} have been transferred to {{gmraprov|Seller}}.<br>
:(d) Where either party has transferred {{gmraprov|Margin Securities}} to the other party it may at any time before  {{gmraprov|Equivalent Margin Securities}} are transferred to it under paragraph {{gmraprov|4}} request the other party to transfer  {{gmraprov|Equivalent Margin Securities}} to it in exchange for the transfer to the other party of new {{gmraprov|Margin Securities}} having a {{gmraprov|Market Value}} at the time of transfer at least equal to that of such  {{gmraprov|Equivalent Margin Securities}}. If the other {{gmraprov|Party A}}grees to the request, the exchange shall be effected, subject to paragraph {{gmraprov|6(d)}}, by the simultaneous transfer of the  {{gmraprov|Equivalent Margin Securities}} and new {{gmraprov|Margin Securities}} concerned. Where either or both of such transfers is or are effected through a settlement system in circumstances which under the rules and procedures of that settlement system give rise to a payment by or for the account of one party to or for the account of the other party, the parties shall cause such payment or payments to be made outside that settlement system, for value the same day as the payments made through that settlement system, as shall ensure that the exchange of  {{gmraprov|Equivalent Margin Securities}} and new {{gmraprov|Margin Securities}} effected under this sub paragraph does not give rise to any net payment of cash by either party to the other.<br>
:(d) Where either party has transferred {{gmraprov|Margin Securities}} to the other party it may at any time before  {{gmraprov|Equivalent Margin Securities}} are transferred to it under paragraph {{gmraprov|4}} request the other party to transfer  {{gmraprov|Equivalent Margin Securities}} to it in exchange for the transfer to the other party of new {{gmraprov|Margin Securities}} having a {{gmraprov|Market Value}} at the time of transfer at least equal to that of such  {{gmraprov|Equivalent Margin Securities}}. If the other {{gmraprov|Party A}}grees to the request, the exchange shall be effected, subject to paragraph {{gmraprov|6(d)}}, by the simultaneous transfer of the  {{gmraprov|Equivalent Margin Securities}} and new {{gmraprov|Margin Securities}} concerned. Where either or both of such transfers is or are effected through a settlement system in circumstances which under the rules and procedures of that settlement system give rise to a payment by or for the account of one party to or for the account of the other party, the parties shall cause such payment or payments to be made outside that settlement system, for value the same day as the payments made through that settlement system, as shall ensure that the exchange of  {{gmraprov|Equivalent Margin Securities}} and new {{gmraprov|Margin Securities}} effected under this sub paragraph does not give rise to any net payment of cash by either party to the other.<br>
'''{{gmraprov|9}}.  {{gmraprov|Representations}}'''<br>
              Each party represents and warrants to the other that 
:(a) it is duly authorised to execute and deliver this {{gmraprov|Agreement}}, to enter into the {{gmraprov|Transaction}}s contemplated hereunder and to perform its obligations hereunder and thereunder and has taken all necessary action to authorise such execution, delivery and performance; <br>
:(b) it will engage in this {{gmraprov|Agreement}} and the {{gmraprov|Transaction}}s contemplated hereunder (other than {{gmraprov|Agency Transaction}}s) as principal; <br>
:(c) the person signing this {{gmraprov|Agreement}} on its behalf is, and any person representing it in entering into a {{gmraprov|Transaction}} will be, duly authorised to do so on its behalf; <br>
:(d) it has obtained all authorisations of any governmental or regulatory body required in connection with this {{gmraprov|Agreement}} and the {{gmraprov|Transaction}}s contemplated hereunder and such authorisations are in full force and effect; <br>
:(e) the execution, delivery and performance of this {{gmraprov|Agreement}} and the {{gmraprov|Transaction}}s 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; <br>
:(f) it has satisfied itself and will continue to satisfy itself as to the tax implications of the {{gmraprov|Transaction}}s contemplated hereunder; <br>
:(g) in connection with this {{gmraprov|Agreement}} and each {{gmraprov|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 {{gmraprov|Agreement}}; <br>
:(ii) it has made and will make its own decisions regarding the entering into of any {{gmraprov|Transaction}} based upon its own judgment and upon advice from such professional advisers as it has [[deemed]] it necessary to consult; <br>
:(iii) it understands the terms, conditions and risks of each {{gmraprov|Transaction}} and is willing to assume (financially and otherwise) those risks; and
:(h) at the time of transfer to the other party of any {{gmraprov|Securities}} it will have the full and unqualified right to make such transfer and that upon such transfer of {{gmraprov|Securities}} the other party will receive all right, title and interest in and to those {{gmraprov|Securities}} free of any lien, claim, charge or encumbrance.<br>
On the date on which any {{gmraprov|Transaction}} is entered into pursuant hereto, and on each day on which {{gmraprov|Securities}}, {{gmraprov|Equivalent Securities}}, {{gmraprov|Margin Securities}} or  {{gmraprov|Equivalent Margin Securities}} are to be transferred under any {{gmraprov|Transaction}}, {{gmraprov|Buyer}} and {{gmraprov|Seller}} shall each be [[deemed]] to repeat all the foregoing representations. For the avoidance of doubt and notwithstanding any arrangements which {{gmraprov|Seller}} or {{gmraprov|Buyer}} may have with any third party, each party will be liable as a principal for its obligations under this {{gmraprov|Agreement}} and each {{gmraprov|Transaction}}.<br>