Offices; Multibranch Parties. (a) If Section 10(a) is specified in the Schedule as applying, each party that enters into a Transaction through an Office other than its head or home office represents to the other party that, notwithstanding the place of booking office or jurisdiction of incorporation or organisation of such party, the obligations of such party are the same as if it had entered into the Transaction through its head or home office. This representation will be deemed to be repeated by such party on each date on which a Transaction is entered into.
(b) Neither party may change the Office through which it makes and receives payments or deliveries for the purpose of a Transaction without the prior written consent of the other party.
(c) If a party is specified as a Multibranch Party in the Schedule, such Multibranch Party may make and receive payments or deliveries under any Transaction through any Office listed in the Schedule, and the Office through which it makes and receives payments or deliveries with respect to a Transaction will be specified in the relevant Confirmation.
Offices; Multibranch Parties. (a) If Section 10(a) is specified in the Schedule as applying, each party that enters into a Transaction through an Office other than its head or home office represents to and agrees with the other party that, notwithstanding the place of booking or its jurisdiction of incorporation or organisation, its obligations are the same in terms of recourse against it as if it had entered into the Transaction through its head or home office, except that a party will not have recourse to the head or home office of the other party in respect of any payment or delivery deferred pursuant to Section 5(d) for so long as the payment or delivery is so deferred. This representation and agreement will be deemed to be repeated by each party on each date on which the parties enter into a Transaction.
(b) If a party is specified as a Multibranch Party in the Schedule, such party may, subject to clause (c) below, enter into a Transaction through, book a Transaction in and make and receive payments and deliveries with respect to a Transaction through any Office listed in respect of that party in the Schedule (but not any other Office unless otherwise agreed by the parties in writing).
(c) The Office through which a party enters into a Transaction will be the Office specified for that party in the relevant Confirmation or as otherwise agreed by the parties in writing, and, if an Office for that party is not specified in the Confirmation or otherwise agreed by the parties in writing, its head or home office. Unless the parties otherwise agree in writing, the Office through which a party enters into a Transaction will also be the Office in which it books the Transaction and the Office through which it makes and receives payments and deliveries with respect to the Transaction. Subject to Section 6(b)(ii), neither party may change the Office in which it books the Transaction or the Office through which it makes and receives payments or deliveries with respect to a Transaction without the prior written consent of the other party.
Offices; Multibranch Parties. The provisions of Section 10(a) will be applicable. For the purpose of Section 10(c): Party A is not a Multibranch Party and Party B is not a Multibranch Party.
Offices; Multibranch Parties. If Section 10(a) is specified in the Schedule as applying, each party that enters into a Transaction through an Office other than its head or home office represents to the other party that, notwithstanding the place of booking office or jurisdiction of incorporation or organisation of such party, the obligations of such party are the same as if it had entered into the Transaction through its head or home office. This representation will be deemed to be repeated by such party on each date on which a Transaction is entered into.
Offices; Multibranch Parties. (1) The provisions of Section 10(a) will be applicable to this Agreement.
(2) For the purpose of Section 10(c) of this Agreement: Party A is not a Multibranch Party. Party B is not a Multibranch Party.
Offices; Multibranch Parties. (a) If Section 10(a) is specified in the Schedule as applying, each party that enters into a Transaction through an Office other than its head or home office represents to the other party that, notwithstanding the place of booking office or jurisdiction of incorporation or organisation of such party, the obligations of such party are the same as if it had entered into the Transaction through its head or home office. This representation will be deemed to be repeated by such party on each date on which a Transaction is entered into. (b) Neither party may change the Office through which it makes and receives payments or deliveries for the purpose of a Transaction without the prior written consent of the other party.
Offices; Multibranch Parties. (a) If Section 10(a) is specified in the Schedule as applying, each party that enters into a Transaction through an Office other than its head or home office represents to the other party that, notwithstanding the place of booking office or jurisdiction of incorporation or organisation of such party, the obligations of such party are the same as if it had entered into the Transaction through its head or home office. This representation will be deemed to be repeated by such party on each date on which a Transaction is entered into.
(b) Neither party may change the Office through which it makes and receives payments or deliveries for the purpose of a Transaction without the prior written consent of the other party.
(c) If a party is specified as a Multibranch Party in the Schedule, such Multibranch Party may make and receive payments or deliveries under any Transaction through any Office listed in the Schedule, and the Office through which it makes and receives payments or deliveries with respect to a Transaction will be specified in the relevant Confirmation.
Section 10(a) Parties must choose in Part 4(c) of the Schedule if they want Section 10(a) to apply. Section 10(a) stipulates that both parties may have recourse to each other’s Head Office regardless of the credit or political risk of branches through which they are transacting should a default occur under the Agreement. Parties to an Agreement may regard Transactions entered into through their branches as equivalent to Transactions entered into through their Head Offices. This represents an implied payment or performance guarantee to their counterparty. This representation, if stipulated in Part 4(c) of the Schedule as applying, relates to all parties and not only Multibranch Parties. The representation is also repeated by a party on each date on which a Transaction is undertaken. The giving of this representation was automatic in the 1987 Agreement but now parties can choose if it will apply. If a Multibranch Party does not want this pro- vision to apply, then it is seeking to shift the political risk of dealing with its overseas branch on to its counterparty. It is therefore vital where this is agreed that the branch is located in a jurisdiction favourable to close-out netting. Some banks believe their counterparties should bear this risk in the same way they would have to accept it if they dealt with a local bank in the same country.
Section 10(b) Section 10(b) prevents a party from changing the Of...
Offices; Multibranch Parties. The provisions of Section 10(a) will be applicable. For the purpose of Section 10(c): Party A is not a Multibranch Party and Party B is not a Multibranch party. Calculation Agent. Party A and Party B shall be co-Calculation Agents with all calculations and determinations hereunder being subject to the review and agreement of Party A and Party B (an “Agreed Calculation” and an “Agreed Determination”, respectively), each using its reasonable efforts to resolve expeditiously any disagreements concerning such calculations and determinations. If Party A and Party B cannot reach an Agreed Calculation or an Agreed Determination, then they will appoint promptly and jointly three independent leading dealers in the relevant market each to make the relevant calculation or determination, in which case the Agreed Calculation shall be the arithmetic mean of the three calculations by the appointed dealers and the Agreed Determination shall be the determination agreed upon by at least two of the three dealers; provided, however, if fewer than three dealers provide a calculation or determination, then Party A and Party B agree to appoint promptly and jointly such number of additional dealers such that Party A and Party B shall receive three calculations or determinations. The Agreed Calculation or Agreed Determination reach by such dealers will be conclusive and binding absent manifest error. Credit Support Documents. Details of any Credit Support Document, each of which is incorporated by reference in, and made part of, this Agreement and each Confirmation (unless provided otherwise in a Confirmation) as if set forth in full in this Agreement or such Confirmation: (i) Guaranty dated as of the date hereof by Enron Corp. in favor of Party B as beneficiary thereof in the form attached hereto as Exhibit A, and (ii) ISDA Credit Support Annex attached hereto as Annex A.
