Common use of Confirmations and Agreements Clause in Contracts

Confirmations and Agreements. 4.1 The Client confirms to GTJAS that: (a) the Client has read, fully understood and accepted the Risk Disclosure Statements set out in Clause 15; (b) the Client is the sole beneficial owner (or where the services under the Margin Facility Terms are provided to two or more persons, such persons are the only beneficial owners) of all Securities and funds in the Margin Account and has good title to all Securities deposited with GTJAS or which the Client instructs GTJAS to deal on his behalf free from encumbrances or any third party interest; (c) the Client has and will maintain beneficial ownership of the Charged Securities free from encumbrances or any third party interest (except in favour of GTJAS); and (d) the Charge created by Clause 3 constitutes and will continue to constitute the Client’s valid and legally binding obligations enforceable in accordance with their terms. 4.2 The Client undertakes and agrees to the following: (a) the Client will not (and will not attempt to) create or permit to arise any encumbrance or third party interest over any asset or funds in the Margin Account, except in GTJAS’s favour; (b) the Client will obtain and maintain in full force and effect all governmental and other approvals, authorities, licences and consents required in connection with the security created in Clause 3 and he will do or cause to be done all other acts and things necessary or useful for the performance of all of his obligations under the Margin Facility Terms, or for ratifying or confirming anything done by GTJAS in the performance of its duties or exercise of its rights or powers under the Margin Facility Terms; (c) throughout the continuance of this Agreement and/or so long as any moneys are owing hereunder, the Client will not permit, approve nor permit to approve any share or other Securities, other than those already in issue as at the date of this Agreement, to be issued by any Issuer to any person, unless with prior written consent from GTJAS, and will vote at any general meeting of any such Issuer to the effect of protecting GTJAS’s security interest in this Agreement and shall authorise GTJAS to vote on behalf of the Client to such effect; and (d) the Client shall, as soon as reasonably practicable after reasonable demand by GTJAS, and entirely at its own costs and expenses, make, execute, do, perform and provide all such further acts and documents as GTJAS shall reasonably require to perfect, protect, maintain, or improve the security afforded or created by this Agreement and/or to give full effect to any provision of this Agreement. 4.3 The Client will seek independent professional advice on and will be responsible for handling any tax issues which may affect him under any applicable regulations arising from or in connection with any investment or transaction contemplated under the Margin Facility Terms. These may include application for tax credits or a reduced rate of tax to be withheld or withheld on interest, dividend or any other distribution or proceeds from any investment or transaction. Unless GTJAS agrees in writing, it is not responsible for advising on or handling such tax issues.

Confirmations and Agreements. 4.1 27.1 The Client confirms to GTJAS uSMART SG that: (a) 27.1.1 the Client has read, fully understood and accepted the Risk Disclosure Statements set out in Clause 1538; (b) 27.1.2 the Client is the sole beneficial owner (or where the services under the Margin Facility Terms are provided to two or more persons, such persons are the only beneficial owners) of all Securities and funds in the Margin Account and has good title to all Securities deposited with GTJAS uSMART SG or which the Client instructs GTJAS uSMART SG to deal on his behalf free from encumbrances Encumbrances or any third party interest; (c) 27.1.3 the Client has and will maintain beneficial ownership of the Charged Securities free from encumbrances Encumbrances or any third party interest (except in favour of GTJASuSMART SG); and (d) 27.1.4 the Charge created by Clause 3 26 constitutes and will continue to constitute the Client’s valid and legally binding obligations enforceable in accordance with their terms. 4.2 27.2 The Client undertakes and agrees to the following: (a) 27.2.1 the Client will not (and will not attempt to) create or permit to arise any encumbrance Encumbrance or third party interest over any asset or funds in the Margin Account, except in GTJASuSMART SG’s favour; (b) 27.2.2 the Client will obtain and maintain in full force and effect all governmental and other approvals, authorities, licences and consents required in connection with the security created in Clause 3 26 and he will do or cause to be done all other acts and things necessary or useful for the performance of all of his obligations under the Margin Facility Terms, or for ratifying or confirming anything done by GTJAS uSMART SG in the performance of its duties or exercise of its rights or powers under the Margin Facility Terms; (c) 27.2.3 throughout the continuance of this Agreement and/or so long as any moneys are owing hereunder, the Client will not permit, approve nor permit to approve any share or other Securities, other than those already in issue as at the date of this Agreement, to be issued by any Issuer to any person, unless with prior written consent from GTJASuSMART SG, and will vote at any general meeting of any such Issuer to the effect of protecting GTJASuSMART SG’s security interest in this Agreement and shall authorise GTJAS uSMART SG to vote on behalf of the Client to such effect; and (d) 27.2.4 the Client shall, as soon as reasonably practicable after reasonable demand by GTJASuSMART SG, and entirely at its own costs and expenses, make, execute, do, perform and provide all such further acts and documents as GTJAS uSMART SG shall reasonably require to perfect, protect, maintain, or improve the security afforded or created by this Agreement and/or to give full effect to any provision of this Agreement. 4.3 27.3 The Client will seek independent professional advice on and will be responsible for handling any tax Tax issues which may affect him under any applicable regulations arising from or in connection with any investment or transaction contemplated under the Margin Facility Terms. These may include application for tax credits or a reduced rate of tax Tax to be withheld or withheld on interest, dividend or any other distribution or proceeds from any investment or transaction. Unless GTJAS agrees in writingFor the avoidance of doubt, it uSMART SG is not responsible for advising on or handling any of the Client's Tax issues, liabilities or obligations. 27.4 The Client agree to and authorise uSMART SG and/or the Clearing Firm to hold the Client’s funds (which includes cash Collateral) in accordance with and in any of the forms of investments permitted under Applicable Law in Singapore (including without limitation those permitted under regulation 20 of the SF(LCB) Regulations and Applicable Law of other jurisdiction. uSMART SG shall not be liable for any loss in principal or lack of enhancement in the value of the principal occasioned by and/or from any specific investments effected and the Client acknowledges and accepts the risk of any and all Losses that may be sustained or incurred, whether directly or indirectly, as a result of or in connection with any such tax issuesinvestments effected.

Confirmations and Agreements. 4.1 The Client confirms to GTJAS USL that: (a) the Client has read, fully understood and accepted the Risk Disclosure Statements set out in Clause 15Clause15; (b) the Client is the sole beneficial owner (or where the services under the Margin Facility Terms are provided to two or more persons, such persons are the only beneficial owners) of all Securities and funds in the Margin Account and has good title to all Securities deposited with GTJAS USL or which the Client instructs GTJAS USL to deal on his behalf free from encumbrances or any third party interestpartyinterest; (c) the Client has and will maintain beneficial ownership of the Charged Securities free from encumbrances or any third party interest (except in favour of GTJASUSL); and (d) the Charge created by Clause 3 constitutes and will continue to constitute the Client’s valid and legally binding obligations enforceable in accordance with their terms. 4.2 The Client undertakes and agrees to the following: (a) the Client will not (and will not attempt to) create or permit to arise any encumbrance or third party interest over any asset or funds in the Margin Account, except in GTJASUSL’s favour; (b) the Client will obtain and maintain in full force and effect all governmental and other approvals, authorities, licences and consents required in connection with the security created in Clause 3 and he will do or cause to be done all other acts and things necessary or useful for the performance of all of his obligations under the Margin Facility Terms, or for ratifying or confirming anything done by GTJAS USL in the performance of its duties or exercise of its rights or powers under the Margin Facility Terms; (c) throughout the continuance of this Agreement and/or so long as any moneys are owing hereunder, the Client will not permit, approve nor permit to approve any share or other Securities, other than those already in issue as at the date of this Agreement, to be issued by any Issuer to any person, unless with prior written consent from GTJASUSL, and will vote at any general meeting of any such Issuer to the effect of protecting GTJASUSL’s security interest in this Agreement and shall authorise GTJAS USL to vote on behalf of the Client to such effect; and (d) the Client shall, as soon as reasonably practicable after reasonable demand by GTJASUSL, and entirely at its own costs and expenses, make, execute, do, perform and provide all such further acts and documents as GTJAS USL shall reasonably require to perfect, protect, maintain, or improve the security afforded or created by this Agreement and/or to give full effect to any provision of this Agreement. 4.3 The Client will seek independent professional advice on and will be responsible for handling any tax issues which may affect him under any applicable regulations arising from or in connection with any investment or transaction contemplated under the Margin Facility Terms. These may include application for tax credits or a reduced rate of tax to be withheld or withheld on interest, dividend or any other distribution or proceeds from any investment or transaction. Unless GTJAS USL agrees in writing, it is not responsible for advising on or handling such tax issues.

Confirmations and Agreements. 4.1 The Client confirms to GTJAS USL that: (a) the Client has read, fully understood and accepted the Risk Disclosure Statements set out in Clause 15Clause15; (b) the Client is the sole beneficial owner (or where the services under the Margin Facility Terms are provided to two or more persons, such persons are the only beneficial owners) of all Securities and funds in the Margin Account and has good title to all Securities deposited with GTJAS USL or which the whichthe Client instructs GTJAS USL to deal on his behalf free from encumbrances or any third party interestpartyinterest; (c) the Client has and will maintain beneficial ownership of the Charged Securities free from encumbrances or any third party interest (except in favour of GTJASUSL); and (d) the Charge created by Clause 3 constitutes and will continue to constitute the Client’s valid and legally binding obligations enforceable in accordance with their terms. 4.2 The Client undertakes and agrees to the following: (a) the Client will not (and will not attempt to) create or permit to arise any encumbrance or third party interest over any asset or funds in the Margin Account, except in GTJASUSL’s favour; (b) the Client will obtain and maintain in full force and effect all governmental and other approvals, authorities, licences and consents required in connection with the security created in Clause 3 and he will do or cause to be done all other acts and things necessary or useful for the performance of all of his obligations under the Margin Facility Terms, or for ratifying or confirming anything done by GTJAS USL in the performance of its duties or exercise of its rights or powers under the Margin Facility Terms; (c) throughout the continuance of this Agreement and/or so long as any moneys are owing hereunder, the Client will not permit, approve nor permit to approve any share or other Securities, other than those already in issue as at the date of this Agreement, to be issued by any Issuer to any person, unless with prior written consent from GTJASUSL, and will vote at any general meeting of any such Issuer to the effect of protecting GTJASUSL’s security interest in this Agreement and shall authorise GTJAS USL to vote on behalf of the Client to such effect; and (d) the Client shall, as soon as reasonably practicable after reasonable demand by GTJASUSL, and entirely at its own costs and expenses, make, execute, do, perform and provide all such further acts and documents as GTJAS USL shall reasonably require to perfect, protect, maintain, or improve the security afforded or created by this Agreement and/or to give full effect to any provision of this Agreement. 4.3 The Client will seek independent professional advice on and will be responsible for handling any tax issues which may affect him under any applicable regulations arising from or in connection with any investment or transaction contemplated under the Margin Facility Terms. These may include application for tax credits or a reduced rate of tax to be withheld or withheld on interest, dividend or any other distribution or proceeds from any investment or transaction. Unless GTJAS USL agrees in writing, it is not responsible for advising on or handling such tax issues. 4.4 Authorizes USL to use the Standing authority to transfer all of the money at its discretion without prior notice or confirmation and/or instructions. Or part of the sale and purchase of overseas securities, compliance with settlement or deposit requirements and or other purposes: i. To pay/transfer any sum of Monies to the Client’s securities account held with USL, any overseas broker(s) and/or overseas clearing firm(s) and their successors and assigns for the purpose of trading or meeting the settlement or margin requirement (if applicable) of the client’s overseas securities transactions; ii. To transfer Monies interchangeably between the segregated account(s) opened and maintained by USL in Hong Kong and the segregated account(s) opened and maintained by USL with any overseas broker(s) and/or overseas clearing firm(s) outside Hong Kong ; and/or iii. To enter into foreign exchange contracts necessary to facilitate the purchase or meeting the settlement or margin requirement (if applicable) of the overseas securities on or before the day when funds are required to be converted into other currencies for payment at market rates and in accordance with USL’s normal practice. The timing will be at USL’s sole discretion. 4.5 The Client hereby agrees to indemnity, and to keep indemnified, USL and any overseas broker(s) and/or overseas clearing firm(s) from and against all losses and damages may incur, suffer and/or sustain as a consequence of any transaction undertaken in pursuance of this authority. 4.6 When the client does not have a cash balance in USL 's personal and/or joint account, if the client is through the Individual and/or joint accounts for stock financing, withdraw funds to meet the deposit or settlement requirements of other accounts, clients might face some additional risks, including market risk, margin trading risk and any additional interest costs.