Common use of Representations by all Clause in Contracts

Representations by all. parties (a) it is duly organised and validly existing under the laws of the jurisdiction of its organisation or incorporation (and, if relevant under those laws, in good standing); (b) it has the power to execute the Membership Agreement and any other documentation relating to the Membership Agreement to which it is a party, to deliver the Membership Agreement and any other document relating to the Membership Agreement that it is required by the Membership Agreement to deliver and to perform its obligations under the Membership Agreement and this agreement and has taken all necessary action to authorise that execution, delivery and performance; (c) the execution, delivery and performance of the Membership Agreement and the performance of this agreement do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets; (d) all governmental and other licences, authorisations, permits, consents and other approvals (if any) that are required to enable the party to fulfil any of its obligations under the Membership Agreement and this agreement have been obtained and are in full force and effect and all conditions of any required authorisations have been complied with; (e) its obligations under the Membership Agreement and this agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms subject to applicable bankruptcy, insolvency, reorganisation, moratorium or similar laws affecting creditors’ rights generally and subject as to enforceability to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law); (f) no Default Event or event which with notice and/or lapse of time would constitute a Default Event has occurred with respect to it and is continuing and no such event or circumstance would occur as a result of it entering into or performing its obligations under the Membership Agreement or this agreement; (g) no litigation, arbitration or administrative suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency, official or arbitrator is pending, so far as it is aware, threatened against it which would, if adversely determined, result in a material adverse changes in its financial condition or its ability to perform its obligations under the Exchange Agreement or this agreement, or that is likely to affect the legality, validity or enforceability against it of the Exchange Agreement or this agreement or its ability to perform its obligations under the Exchange Agreement or this agreement; (h) it has entered into and executed the Membership Agreement and the Exchange Agreement as principal (and not as agent or in any other capacity, fiduciary or otherwise) (except that if the party is both a Member and an Agent Member, then this representation is only given by the party in its capacity as a Member); (i) except in the case of fraudulent misrepresentation, it is not relying upon any oral or written representation, warranty or other assurance of any party other than expressly provided for or referred to in this agreement; (j) in the case of a party who is a Member, it has carried out all investigations it considers relevant to assess the risks associated with participation in the Exchange and use of information provided through the Trading System and the suitability of any Product or information for its purposes and has entered into a Membership Agreement with the full understanding of the material terms and risks of the Exchange Agreement and it is capable of assuming those risks; (k) in the case of a party who is a Member, the Operator is not acting as a fiduciary or an adviser for the party, nor has the Operator given to it any advice, representation, assurance or guarantee as to the expected performance, benefit or result of this agreement, any Product, any information provided through the Trading System, any Transaction or otherwise in relation to or in connection with this agreement, or any transaction or arrangement contemplated under this agreement; (l) in the case of a party who is an Appointing Member, it has authorised and will ratify all acts and omissions of its Agent Member as agent for the Appointing Member under or in connection with this Agreement; and (m) the Operator has not given to it any advice, representation, assurance or guarantee as to any Broker Participant, any information provided by or in relation to any Broker Participant or otherwise in relation to or in connection with any Transaction or Broker Pre-matched Trade with a Broker Participant.

Representations by all. parties (a) it is duly organised and validly existing under the laws of the jurisdiction of its organisation or incorporation (and, if relevant under those laws, in good standing); (b) it has the power to execute the Membership Agreement and any other documentation relating to the Membership Agreement to which it is a party, to deliver the Membership Agreement and any other document relating to the Membership Agreement that it is required by the Membership Agreement to deliver and to perform its obligations under the Membership Agreement and this agreement and has taken all necessary action to authorise that execution, delivery and performance; (c) the execution, delivery and performance of the Membership Agreement and the performance of this agreement do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets; (d) all governmental and other licences, authorisations, permits, consents and other approvals (if any) that are required to enable the party to fulfil any of its obligations under the Membership Agreement and this agreement have been obtained and are in full force and effect and all conditions of any required authorisations have been complied with; (e) its obligations under the Membership Agreement and this agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms subject to applicable bankruptcy, insolvency, reorganisation, moratorium or similar laws affecting creditors’ rights generally and subject as to enforceability to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law); (f) no Default Event or event which with notice and/or lapse of time would constitute a Default Event has occurred with respect to it and is continuing and no such event or circumstance would occur as a result of it entering into or performing its obligations under the Membership Agreement or this agreement; (g) no litigation, arbitration or administrative suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency, official or arbitrator is pending, so far as it is aware, threatened against it which would, if adversely determined, result in a material adverse changes in its financial condition or its ability to perform its obligations under the Exchange Agreement or this agreement, or that is likely to affect the legality, validity or enforceability against it of the Exchange Agreement or this agreement or its ability to perform its obligations under the Exchange Agreement or this agreement; (h) it has entered into and executed the Membership Agreement and the Exchange Agreement as principal (and not as agent or in any other capacity, fiduciary or otherwise) (except that if the party is both a Member and an Agent Member, then this representation is only given by the party in its capacity as a Member); (i) except in the case of fraudulent misrepresentation, it is not relying upon any oral or written representation, warranty or other assurance of any party other than expressly provided for or referred to in this agreement; (j) in the case of a party who is a Member, it has carried out all investigations it considers relevant to assess the risks associated with participation in the Exchange and use of information provided through the Trading System and the suitability of any Product or information for its purposes and has entered into a Membership Agreement with the full understanding of the material terms and risks of the Exchange Agreement and it is capable of assuming those risks; (k) in the case of a party who is a Member, the Operator is not acting as a fiduciary or an adviser for the party, nor has the Operator given to it any advice, representation, assurance or guarantee as to the expected performance, benefit or result of this agreement, any Product, any information provided through the Trading System, any Transaction or otherwise in relation to or in connection with this agreement, or any transaction or arrangement contemplated under this agreement;; and (l) in the case of a party who is an Appointing Member, it has authorised and will ratify all acts and omissions of its Agent Member as agent for the Appointing Member under or in connection with this Agreement; and (m) the Operator has not given to it any advice, representation, assurance or guarantee as to any Broker Participant, any information provided by or in relation to any Broker Participant or otherwise in relation to or in connection with any Transaction or Broker Pre-matched Trade with a Broker Participant.