Common use of Prime Brokerage Services Clause in Contracts

Prime Brokerage Services. 7.1 BLUE SUISSE will appoint one or more Prime Brokers, as identified on the Website, for the purpose of providing prime brokerage services in relation to any Transactions and Contracts. Contracts will be entered into and Transactions will be carried out, either with the Prime Broker as counterparty (acting as principal), or with a Counterparty, with “give-up” of such Transactions and Contracts (the “Give-up Transactions”) to the Prime Broker. The term “Counterparty” or “Counterparties” includes any Prime Broker on whose behalf a Give-up Transaction is entered into. The Customer agrees that any Give-up Transaction entered into with a Counterparty on behalf of a Prime Broker shall, subject to the terms of the underlying agreement with the Prime Broker, be a Transaction or Contract between the Prime Broker and such Counterparty and neither BLUE SUISSE nor the Customer shall have any rights or obligations with respect thereto. The Customer hereby authorises BLUE SUISSE, upon receipt of an Order involving a Give-up Transaction, to automatically enter into a binding off-setting transaction (each, an “OffSetting Transaction”) with the Prime Broker on behalf of the Customer, on the same terms and conditions as the Give-up Transaction. The Customer hereby authorises BLUE SUISSE to disclose to the relevant Service Providers and to each Prime Broker on whose behalf a Give-up Transaction is entered into any and all data pertaining to such Give-up Transactions and any related Off-Setting Transactions. The term “Transactions” shall include any and all Off-Setting Transactions entered into hereunder with a Prime Broker, as the case may be. The Customer acknowledges and agrees that the Services are subject to the terms and conditions and a contractual arrangements governing the services provided by the Prime Broker. Any Prime Broker may, at any time and without prior notice to BLUE SUISSE or the Customer, bar or restrict the ability to act with respect to and execute Give-up Transactions on behalf of such Prime Broker.

Prime Brokerage Services. 7.1 BLUE SUISSE will appoint one or more In connection with any transactions for which UBS Securities acts as Client's Prime Broker pursuant to the SEC Letter: (a) Client hereby appoints UBS Securities, in accordance with the terms of this Agreement, to act as its Prime Broker. Client acknowledges that it is familiar with and agrees to comply with the terms of the SEC Letter and to inform UBS Securities promptly if it fails to do so. In connection therewith, Client authorizes UBS Securities to execute an agreement with all Executing Brokers (a "PRIME BROKERAGE AGREEMENT"), to provide any relevant information relating to Client to the Executing Brokers, and to perform any necessary or useful act as identified Prime Broker in accordance with this Agreement or Applicable Law. (b) Client or its authorized representative will advise UBS Securities prior to 5:30 p.m. (New York time) on trade date of the Websitedetails of all transactions (the "TRADE DATA") effected by Executing Brokers on Client's behalf as required by the SEC Letter. UBS Securities is authorized to acknowledge, affirm, settle and clear all such transactions. UBS Securities is further authorized to undertake to resolve any unmatched trade report received by it from an Executing Broker; however, Client shall remain responsible for the ultimate resolution and UBS Securities shall have no responsibility with respect to Trade Data not correctly transmitted to it on a timely basis by any person or entity. As between Client and UBS Securities, the Executing Broker will be acting as an agent of Client for the purpose of providing prime brokerage services in relation carrying out Client's instructions with respect to any Transactions the purchase, sale and Contractssettlement of securities. Contracts will Client understands that no order may be legally accepted by UBS Securities as Prime Broker from an Executing Broker with whom UBS Securities has not entered into and Transactions a Prime Brokerage Agreement. Client will be carried out, either use commercially reasonable efforts to assure that its Executing Brokers comply with the Prime Broker as counterparty (acting as principal), or with a Counterparty, with “give-up” of such Transactions and Contracts (the “Give-up Transactions”) to the Prime Broker. The term “Counterparty” or “Counterparties” includes any Prime Brokerage Agreement to which such Executing Broker on whose behalf is a Give-up Transaction is entered intoparty. The Customer Client agrees that UBS Securities shall use commercially reasonable efforts, but shall be under no obligation to effect or settle any Give-up Transaction entered into with a Counterparty trade on behalf of Client. (c) On the Business Day following each transaction, UBS Securities shall send Client a Prime notification of each trade placed with any Executing Broker shallbased upon information provided by Client. Each such notification shall provide the information required by the SEC Letter. If Client has instructed Executing Brokers to send trade confirmations to Client in care of UBS Securities, subject Client understands that such confirmations are available to the terms Client without charge upon request. UBS Securities shall also provide Client with periodic statements concerning transactions effected for it and in respect of the underlying agreement with Collateral held by UBS Securities. Except as otherwise explicitly provided herein, "BUSINESS DAY" as used in this Agreement means any day other than a Saturday, Sunday and or other day on which the Prime Broker, be a Transaction or Contract between the Prime Broker and such Counterparty and neither BLUE SUISSE nor the Customer shall have any rights or obligations with respect theretoNew York Stock Exchange is closed. The Customer hereby authorises BLUE SUISSE, upon receipt of an Order involving a Give-up Transaction, All references to automatically enter into a binding off-setting transaction (each, an “OffSetting Transaction”) with the Prime Broker on behalf of the Customer, on the same terms and conditions as the Give-up Transaction. The Customer hereby authorises BLUE SUISSE time herein are to disclose to the relevant Service Providers and to each Prime Broker on whose behalf a Give-up Transaction is entered into any and all data pertaining to such Give-up Transactions and any related Off-Setting Transactions. The term “Transactions” shall include any and all Off-Setting Transactions entered into hereunder with a Prime Broker, as the case may be. The Customer acknowledges and agrees that the Services are subject to the terms and conditions and a contractual arrangements governing the services provided by the Prime Broker. Any Prime Broker may, at any time and without prior notice to BLUE SUISSE or the Customer, bar or restrict the ability to act with respect to and execute Give-up Transactions on behalf of such Prime Brokerin New York City.