Common use of REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS Clause in Contracts

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 16.1 Client represents, warrants and undertakes to SHKCOM (in this Clause 16, referred to as the “Warranties”) that: 16.1.1 where Client is a corporation, it has been duly incorporated or established in accordance with all applicable laws and regulations and has the corporate power to enter into and perform this Agreement and has taken all necessary corporate and other action to authorise this Agreement upon these terms and conditions; 16.1.2 no consent or authority of any person (except, in the case of a corporate client, as already obtained as contemplated in Clause 16.1.1) is required for Client to enter into this Agreement including without limitation the power of borrowing and giving security over its assets, or as the case may be, Client has obtained all such necessary consent or authority (including without limitation, consent from its employer where applicable); 16.1.3 the entering into by Client of this Agreement or any trading or borrowing activity in connection with this Agreement will not place Client in breach of the terms of any other arrangement or document (including any constitutional documents such as Client’s memorandum and articles of association if Client is a corporation and/or deed of trust if Client is a trustee or trust corporation), any staff dealing policies or rules of its employer (if any) or of any obligations under general law or imposed by Regulatory Rules; and Client undertakes to fully comply all relevant Laws, Regulatory Rules, terms, policies and rules; 16.1.4 no Event of Default or Potential Event of Default has occurred and is continuing; 16.1.5 no money, securities or other property received by SHKCOM from Client in connection with this Agreement is subject to any restrictions on transfer or assignment, any lien, claim, charge or encumbrance or any other interest of any third party (other than a lien routinely imposed on all securities in a relevant clearance system); 16.1.6 Client has not taken any action nor has any step been taken or legal proceeding been started or threatened for the bankruptcy or liquidation of the Client. Nor has the Client entered into a compromise or scheme of arrangement with its creditors; 16.1.7 Client acknowledges that it is Client’s duty to ascertain Client’s nationality, citizenship, domicile or similar status. Client undertakes not to deal in, purchase or subscribe for any F/O Contracts, commodities or investments which by virtue of the Client’s status or other characteristics Client is prohibited to deal in, purchase or subscribe. Client has taken all necessary professional advice including legal, accounting, estate planning or tax advice relating to its tax or other liability under any relevant jurisdiction and Client has not relied in any way on SHKCOM relating to any of Client’s instructions or orders in respect of dealing in, purchase of or subscription in any F/O Contracts, commodities or investments; and 16.1.8 Client warrants and undertakes to SHKCOM that if Client is not a member of the HK Exchange and the account which Client open with SHKCOM is to be operated for a client or a number of clients of Client and not Client itself (“Omnibus Accounts”), Client shall notify SHKCOM of the same and shall at all times: 16.1.8.1 in Client’s dealings with the person(s) from whom Client receives instructions with respect to the Omnibus Account, comply with and enforce the margin and variation adjustment requirements and procedures as stipulated in the Rules of the HK Exchange and the rules of the clearing house of the HK Exchange as though Client were a member of the HK Exchange and as though the person(s) for whose account or benefit such instructions are given were the “Clients” as defined in the Rules of the HK Exchange; 16.1.8.2 cause Exchange Contracts (as defined in the Rules of the HK Exchange) to be entered into in fulfillment of such instructions so that there shall in no circumstances be any dealing with the instructions in a manner which constitutes unlawful dealing in differences in market quotations of commodities or in a manner which constitutes or involves betting, wagering, gaming or gambling with respect to such items; and 16.1.8.3 impose the requirements of Clauses 16.1.8.1, 16.1.8.2 and 16.1.8.3 upon, and ensure that they are complied with by, the person(s) from whom Client receives instructions. 16.2 Client further warrants and represents to SHKCOM that each of the Warranties is true, accurate and not misleading. 16.3 Client acknowledges that SHKCOM has entered into this Agreement on the basis of, and in reliance on, the Warranties. The Warranties are deemed to be repeated on each day up to and including the termination of this Agreement.

Appears in 3 contracts

Samples: Client Agreement, Client Agreement, Client Agreement

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REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 16.1 20.1 Client represents, warrants and undertakes to SHKCOM SHKB (in this Clause 1620, referred to as the “Warranties”) that: 16.1.1 20.1.1 where Client is a corporation, it has been duly incorporated or established in accordance with all applicable laws and regulations and has the corporate power to enter into and perform this Agreement and has taken all necessary corporate and other action to authorise this Agreement upon these terms and conditions; 16.1.2 20.1.2 no consent or authority of any person (except, in the case of a corporate client, as already obtained as contemplated in Clause 16.1.120.1.1) is required for Client to enter into this Agreement including without limitation the power of borrowing and giving security over its assets, or as the case may be, Client has obtained all such necessary consent or authority (including without limitation, consent from its employer where applicable); 16.1.3 20.1.3 the entering into by Client of this Agreement or any trading or borrowing activity in connection with this Agreement will not place Client in breach of the terms of any other arrangement or document (including any constitutional documents such as Client’s memorandum and articles of association if Client is a corporation and/or deed of trust if Client is a trustee or trust corporation), any staff dealing policies or rules of its employer (if any) or of any obligations under general law or imposed by Regulatory Rules; and Client undertakes to fully comply all relevant Laws, Regulatory Rules, terms, policies and rules; 16.1.4 no Event of Default or Potential Event of Default has occurred and is continuing; 16.1.5 no money, securities or other property received by SHKCOM from Client in connection with this Agreement is subject to any restrictions on transfer or assignment, any lien, claim, charge or encumbrance or any other interest of any third party (other than a lien routinely imposed on all securities in a relevant clearance system); 16.1.6 20.1.4 Client has not taken any action nor has any step been taken or legal proceeding been started or threatened for the bankruptcy or liquidation of the Client. Nor has the Client entered into a compromise or scheme of arrangement with its creditors; 16.1.7 20.1.5 Client acknowledges that it is Client’s duty to ascertain Client’s nationality, citizenship, domicile or similar status. ; Client undertakes not to deal in, purchase or purchase, subscribe for or enter into any F/O Contracts, commodities Bullion transactions or other investments which by virtue of the Client’s status or other characteristics Client is prohibited to deal in, purchase subscribe or subscribe. enter into; Client has taken all necessary professional advice including legal, accounting, estate planning or tax advice relating to its tax or other liability under any relevant jurisdiction and Client has not relied in any way on SHKCOM SHKB or any member of the Group relating to any of Client’s instructions or orders decisions in respect of dealing in, purchase of subscription for or subscription entry into of any Bullion transactions or other investments; 20.1.6 no other person has any interest in the margins and other property (if any) given as security by or for Client pursuant to this Agreement and Client further undertakes not to sell, grant an option over or otherwise deal in any F/O Contractsway with or create or allow to subsist a charge, commodities pledge or investments; and 16.1.8 Client warrants other encumbrance over such margins and undertakes to SHKCOM that if Client is not a member of the HK Exchange and the account which Client open with SHKCOM is to be operated for a client or a number of clients of Client and not Client itself (“Omnibus Accounts”), Client shall notify SHKCOM of the same and shall at all times: 16.1.8.1 in Client’s dealings with the person(s) from whom Client receives instructions with respect property other than pursuant to the Omnibus Account, comply with and enforce the margin and variation adjustment requirements and procedures as stipulated in the Rules terms of the HK Exchange and the rules of the clearing house of the HK Exchange as though Client were a member of the HK Exchange and as though the person(s) for whose account or benefit such instructions are given were the “Clients” as defined in the Rules of the HK Exchange; 16.1.8.2 cause Exchange Contracts (as defined in the Rules of the HK Exchange) to be entered into in fulfillment of such instructions so that there shall in no circumstances be any dealing with the instructions in a manner which constitutes unlawful dealing in differences in market quotations of commodities or in a manner which constitutes or involves betting, wagering, gaming or gambling with respect to such items; and 16.1.8.3 impose the requirements of Clauses 16.1.8.1, 16.1.8.2 and 16.1.8.3 upon, and ensure that they are complied with by, the person(s) from whom Client receives instructionsthis Agreement. 16.2 20.2 Client further warrants and represents to SHKCOM SHKB that each of the Warranties is true, accurate and not misleading. 16.3 20.3 Client acknowledges that SHKCOM SHKB has entered into this Agreement on the basis of, and in reliance on, the Warranties. The Warranties are deemed to be repeated on each day up to and including the termination of this Agreement.

Appears in 2 contracts

Samples: Client Agreement, Client Agreement

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 16.1 19.1 Client represents, warrants and undertakes to SHKCOM SHKIS (in this Clause 1619, referred to as the “Warranties”) that: 16.1.1 19.1.1 where Client is a corporation, it has been duly incorporated or established in accordance with all applicable laws and regulations and has the corporate power to enter into and perform this Agreement and has taken all necessary corporate and other action to authorise this Agreement upon these terms and conditions; 16.1.2 19.1.2 no consent or authority of any person (except, in the case of a corporate client, as already obtained as contemplated in Clause 16.1.119.1.1) is required for Client to enter into this Agreement including without limitation the power of borrowing and giving security over its assets, or as the case may be, Client has obtained all such necessary consent or authority (including without limitation, consent from its employer where applicable); 16.1.3 19.1.3 the entering into by Client of this Agreement or any trading or borrowing activity in connection with this Agreement will not place Client in breach of the terms of any other arrangement or document (including any constitutional documents such as Client’s memorandum and articles of association if Client is a corporation and/or deed of trust if Client is a trustee or trust corporation), any staff dealing policies or rules of its employer (if any) or of any obligations under general law or imposed by Regulatory Rules; and Client undertakes to fully comply all relevant Laws, Regulatory Rules, terms, policies and rules; 16.1.4 no Event of Default or Potential Event of Default has occurred and is continuing; 16.1.5 no money, securities or other property received by SHKCOM from Client in connection with this Agreement is subject to any restrictions on transfer or assignment, any lien, claim, charge or encumbrance or any other interest of any third party (other than a lien routinely imposed on all securities in a relevant clearance system); 16.1.6 19.1.4 Client has not taken any action nor has any step been taken or legal proceeding been started or threatened for the bankruptcy or liquidation of the Client. Nor has the Client entered into a compromise or scheme of arrangement with its creditors;; and 16.1.7 19.1.5 Client acknowledges that it is Client’s duty to ascertain Client’s nationality, citizenship, domicile or similar status. Client undertakes not to deal in, purchase or subscribe for any F/O Contracts, commodities securities or investments which by virtue of the Client’s status or other characteristics Client is prohibited to deal in, purchase or subscribe. Client has taken all necessary professional advice including legal, accounting, estate planning or tax advice relating to its tax or other liability under any relevant jurisdiction and Client has not relied in any way on SHKCOM SHKIS relating to any of Client’s instructions or orders in respect of dealing in, purchase of or subscription in any F/O Contracts, commodities securities or investments; and 16.1.8 Client warrants and undertakes to SHKCOM that if Client is not a member of the HK Exchange and the account which Client open with SHKCOM is to be operated for a client or a number of clients of Client and not Client itself (“Omnibus Accounts”), Client shall notify SHKCOM of the same and shall at all times: 16.1.8.1 in Client’s dealings with the person(s) from whom Client receives instructions with respect to the Omnibus Account, comply with and enforce the margin and variation adjustment requirements and procedures as stipulated in the Rules of the HK Exchange and the rules of the clearing house of the HK Exchange as though Client were a member of the HK Exchange and as though the person(s) for whose account or benefit such instructions are given were the “Clients” as defined in the Rules of the HK Exchange; 16.1.8.2 cause Exchange Contracts (as defined in the Rules of the HK Exchange) to be entered into in fulfillment of such instructions so that there shall in no circumstances be any dealing with the instructions in a manner which constitutes unlawful dealing in differences in market quotations of commodities or in a manner which constitutes or involves betting, wagering, gaming or gambling with respect to such items; and 16.1.8.3 impose the requirements of Clauses 16.1.8.1, 16.1.8.2 and 16.1.8.3 upon, and ensure that they are complied with by, the person(s) from whom Client receives instructions. 16.2 19.2 Client further warrants and represents to SHKCOM SHKIS that each of the Warranties is true, accurate and not misleading. 16.3 19.3 Client acknowledges that SHKCOM SHKIS has entered into this Agreement on the basis of, and in reliance on, the Warranties. The Warranties are deemed to be repeated on each day up to and including the termination of this Agreement.

Appears in 2 contracts

Samples: Client Agreement, Client Agreement

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 16.1 14.1 Client represents, warrants and undertakes to SHKCOM SHKFX (in this Clause 1614, referred to as the “Warranties”) that: 16.1.1 14.1.1 where Client is a corporation, it has been duly incorporated or established in accordance with all applicable laws and regulations and has the corporate power to enter into and perform this Agreement and has taken all necessary corporate and other action to authorise this Agreement upon these terms and conditions; 16.1.2 14.1.2 no consent or authority of any person (except, in the case of a corporate client, as already obtained as contemplated in Clause 16.1.114.1.1) is required for Client to enter into this Agreement including without limitation the power of borrowing and giving security over its assets, or as the case may be, Client has obtained all such necessary consent or authority (including without limitation, consent from its employer where applicable); 16.1.3 14.1.3 the entering into by Client of this Agreement or any trading or borrowing activity in connection with this Agreement will not place Client in breach of the terms of any other arrangement or document (including any constitutional documents such as Client’s memorandum and articles of association if Client is a corporation and/or deed of trust if Client is a trustee or trust corporation), any staff dealing policies or rules of its employer (if any) or of any obligations under general law or imposed by Regulatory Rules; and Client undertakes to fully comply all relevant Laws, Regulatory Rules, terms, policies and rules; 16.1.4 14.1.4 no Event of Default or Potential Event of Default has occurred and is continuing; 16.1.5 14.1.5 no money, securities or other property received by SHKCOM SHKFX from Client in connection with this Agreement is subject to any restrictions on transfer or assignment, any lien, claim, charge or encumbrance or any other interest of any third party (other than a lien routinely imposed on all securities in a relevant clearance system); 16.1.6 14.1.6 Client has not taken any action nor has any step been taken or legal proceeding been started or threatened for the bankruptcy or liquidation of the Client. Nor has the Client entered into a compromise or scheme of arrangement with its creditors; 16.1.7 14.1.7 Client acknowledges that it is Client’s duty to ascertain Client’s nationality, citizenship, domicile or similar status. ; Client undertakes not to deal in, purchase or subscribe for any F/O Contracts, commodities or investments which by virtue of the Client’s status or other characteristics Client is prohibited to deal in, purchase or subscribe. ; Client has taken all necessary professional advice including legal, accounting, estate planning or tax advice relating to its tax or other liability under any relevant jurisdiction and Client has not relied in any way on SHKCOM SHKFX or any member of the Group relating to any of Client’s instructions or orders decisions in respect of dealing in, purchase of or subscription in any F/O Contractsinvestments; 14.1.8 no other person has any interest in the Margin and other property (if any) given as security by or for Client pursuant to or in connection with this Agreement and Client further undertakes not to sell, commodities grant an option over or investments; and 16.1.8 Client warrants and undertakes otherwise deal in any way with or create or allow to SHKCOM that if Client is not subsist a member of the HK Exchange charge, pledge or other encumbrance over Margin and the account which Client open with SHKCOM is to be operated for a client or a number of clients of Client and not Client itself (“Omnibus Accounts”), Client shall notify SHKCOM of the same and shall at all times: 16.1.8.1 in Client’s dealings with the person(s) from whom Client receives instructions with respect aforesaid property other than pursuant to the Omnibus Account, comply with and enforce the margin and variation adjustment requirements and procedures as stipulated in the Rules terms of the HK Exchange and the rules of the clearing house of the HK Exchange as though Client were a member of the HK Exchange and as though the person(s) for whose account or benefit such instructions are given were the “Clients” as defined in the Rules of the HK Exchange; 16.1.8.2 cause Exchange Contracts (as defined in the Rules of the HK Exchange) to be entered into in fulfillment of such instructions so that there shall in no circumstances be any dealing with the instructions in a manner which constitutes unlawful dealing in differences in market quotations of commodities or in a manner which constitutes or involves betting, wagering, gaming or gambling with respect to such items; and 16.1.8.3 impose the requirements of Clauses 16.1.8.1, 16.1.8.2 and 16.1.8.3 upon, and ensure that they are complied with by, the person(s) from whom Client receives instructionsthis Agreement. 16.2 14.2 Client further warrants and represents to SHKCOM SHKFX that each of the Warranties is true, accurate and not misleading. 16.3 14.3 Client acknowledges that SHKCOM SHKFX has entered into this Agreement on the basis of, and in reliance on, the Warranties. The Warranties are deemed to be repeated on each day up to and including the termination of this Agreement.

Appears in 2 contracts

Samples: Client Agreement, Client Agreement

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 16.1 Client represents, warrants and undertakes to SHKCOM CES Capital (HK) (in this Clause 16, referred to as the “Warranties”) that: 16.1.1 16.1.1. Client is not, or in the case where Client is a company or body corporate, none of its officers are employed by any exchange, board of trade or Clearing House, or by any corporation of which any exchange owns a majority of the share capital, or (unless written consent to such trading is filed with CES Capital (HK)) employed by a member of any exchange or by a firm registered on any exchange. 16.1.2. in addition, except as disclosed in writing: 16.1.2.1. no one (other than any person named in the Account Opening Form as account holder, partner, beneficial owner or beneficiary) has an interest in the Account; 16.1.2.2. Client has determined that trading in Futures/Options Contracts is for the benefit of and appropriate for Client, is prudent in all respects and does not and will not violate any statute, rule, regulation, judgment, or decree, agreement or undertaking to which Client is subject or bound; 16.1.3. where Client is a corporation, it has been duly incorporated or established in accordance with all applicable laws and regulations and has the corporate power to enter into and perform this Agreement and has taken all necessary corporate and other action to authorise authorize this Agreement upon these terms and conditions; 16.1.2 16.1.4. no consent or authority of any person (except, in the case of a corporate client, as already obtained as contemplated in Clause 16.1.116.1.3) is required for Client to enter into this Agreement including without limitation the power of borrowing and giving security over its assets, or as the case may be, Client has obtained all such necessary consent or authority (including without limitation, consent from its employer where applicable); 16.1.3 16.1.5. the entering into by Client of this Agreement or any trading or borrowing activity in connection with this Agreement will not place Client in breach of the terms of any other arrangement or document (including any constitutional documents such as Client’s memorandum and articles of association if Client is a corporation and/or deed of trust if Client is a trustee or trust corporation), any staff dealing policies or rules of its employer (if any) or of any obligations under general law or imposed by Regulatory Rules; and Client undertakes to fully comply all relevant Laws, Regulatory Rules, terms, policies and rules; 16.1.4 16.1.6. no Event of Default or Potential Event of Default has occurred and is continuing; 16.1.5 16.1.7. no money, securities or other property received by SHKCOM CES Capital (HK) from Client in connection with this Agreement is subject to any restrictions on transfer or assignment, any lien, claim, charge or encumbrance or any other interest of any third party (other than a lien routinely imposed on all securities in a relevant clearance system); 16.1.6 16.1.8. Client has not taken any action nor has any step been taken or legal proceeding been started or threatened for the bankruptcy or liquidation of the Client. Nor has the Client entered into a compromise or scheme of arrangement with its creditors; 16.1.7 16.1.9. Client acknowledges that it is Client’s duty to ascertain Client’s nationality, citizenship, domicile or similar status. Client undertakes not to deal in, purchase or subscribe for any F/O Contracts, commodities or investments which by virtue of the Client’s status or other characteristics Client is prohibited to deal in, purchase or subscribe. Client has taken all necessary professional advice including legal, accounting, estate planning or tax advice relating to its tax or other liability under any relevant jurisdiction and Client has not relied in any way on SHKCOM CES Capital (HK) relating to any of Client’s instructions or orders in respect of dealing in, purchase of or subscription in any F/O Contracts, commodities or investments; and 16.1.8 Client warrants and undertakes to SHKCOM that if Client is not a member of the HK Exchange and the account which Client open with SHKCOM is to be operated for a client or a number of clients of Client and not Client itself (“Omnibus Accounts”), Client shall notify SHKCOM of the same and shall at all times: 16.1.8.1 in Client’s dealings with the person(s) from whom Client receives instructions with respect to the Omnibus Account, comply with and enforce the margin and variation adjustment requirements and procedures as stipulated in the Rules of the HK Exchange and the rules of the clearing house of the HK Exchange as though Client were a member of the HK Exchange and as though the person(s) for whose account or benefit such instructions are given were the “Clients” as defined in the Rules of the HK Exchange; 16.1.8.2 cause Exchange Contracts (as defined in the Rules of the HK Exchange) to be entered into in fulfillment of such instructions so that there shall in no circumstances be any dealing with the instructions in a manner which constitutes unlawful dealing in differences in market quotations of commodities or in a manner which constitutes or involves betting, wagering, gaming or gambling with respect to such items; and 16.1.8.3 impose the requirements of Clauses 16.1.8.1, 16.1.8.2 and 16.1.8.3 upon, and ensure that they are complied with by, the person(s) from whom Client receives instructions. 16.2 Client further warrants and represents to SHKCOM CES Capital (HK) that each of the Warranties is true, accurate and not misleading. 16.3 Client acknowledges that SHKCOM CES Capital (HK) has entered into this Agreement on the basis of, and in reliance on, the Warranties. The Warranties are deemed to be repeated on each day up to and including the termination of this Agreement.

Appears in 2 contracts

Samples: Futures Trading Agreement, Futures Trading Agreement

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 16.1 19.1 Client represents, warrants and undertakes to SHKCOM SHKOS (in this Clause 1619, referred to as the “Warranties”) that: 16.1.1 19.1.1 where Client is a corporation, it has been duly incorporated or established in accordance with all applicable laws and regulations and has the corporate power to enter into and perform this Agreement and has taken all necessary corporate and other action to authorise this Agreement upon these terms and conditions; 16.1.2 19.1.2 no consent or authority of any person (except, in the case of a corporate client, as already obtained as contemplated in Clause 16.1.119.1.1) is required for Client to enter into this Agreement including without limitation the power of borrowing and giving security over its assets, or as the case may be, Client has obtained all such necessary consent or authority (including without limitation, consent from its employer where applicable); 16.1.3 19.1.3 the entering into by Client of this Agreement or any trading or borrowing activity in connection with this Agreement will not place Client in breach of the terms of any other arrangement or document (including any constitutional documents such as Client’s memorandum and articles of association if Client is a corporation and/or deed of trust if Client is a trustee or trust corporation), any staff dealing policies or rules of its employer (if any) or of any obligations under general law or imposed by Regulatory Rules; and Client undertakes to fully comply all relevant Laws, Regulatory Rules, terms, policies and rules; 16.1.4 no Event of Default or Potential Event of Default has occurred and is continuing; 16.1.5 no money, securities or other property received by SHKCOM from Client in connection with this Agreement is subject to any restrictions on transfer or assignment, any lien, claim, charge or encumbrance or any other interest of any third party (other than a lien routinely imposed on all securities in a relevant clearance system); 16.1.6 19.1.4 Client has not taken any action nor has any step been taken or legal proceeding been started or threatened for the bankruptcy or liquidation of the Client. Nor has the Client entered into a compromise or scheme of arrangement with its creditors;; and 16.1.7 19.1.5 Client acknowledges that it is Client’s duty to ascertain Client’s nationality, citizenship, domicile or similar status. Client undertakes not to deal in, purchase or subscribe for any F/O Contracts, commodities securities or investments which by virtue of the Client’s status or other characteristics Client is prohibited to deal in, purchase or subscribe. Client has taken all necessary professional advice including legal, accounting, estate planning or tax advice relating to its tax or other liability under any relevant jurisdiction and Client has not relied in any way on SHKCOM SHKOS relating to any of Client’s instructions or orders in respect of dealing in, purchase of or subscription in any F/O Contracts, commodities securities or investments; and 16.1.8 Client warrants and undertakes to SHKCOM that if Client is not a member of the HK Exchange and the account which Client open with SHKCOM is to be operated for a client or a number of clients of Client and not Client itself (“Omnibus Accounts”), Client shall notify SHKCOM of the same and shall at all times: 16.1.8.1 in Client’s dealings with the person(s) from whom Client receives instructions with respect to the Omnibus Account, comply with and enforce the margin and variation adjustment requirements and procedures as stipulated in the Rules of the HK Exchange and the rules of the clearing house of the HK Exchange as though Client were a member of the HK Exchange and as though the person(s) for whose account or benefit such instructions are given were the “Clients” as defined in the Rules of the HK Exchange; 16.1.8.2 cause Exchange Contracts (as defined in the Rules of the HK Exchange) to be entered into in fulfillment of such instructions so that there shall in no circumstances be any dealing with the instructions in a manner which constitutes unlawful dealing in differences in market quotations of commodities or in a manner which constitutes or involves betting, wagering, gaming or gambling with respect to such items; and 16.1.8.3 impose the requirements of Clauses 16.1.8.1, 16.1.8.2 and 16.1.8.3 upon, and ensure that they are complied with by, the person(s) from whom Client receives instructions. 16.2 19.2 Client further warrants and represents to SHKCOM SHKOS that each of the Warranties is true, accurate and not misleading. 16.3 19.3 Client acknowledges that SHKCOM SHKOS has entered into this Agreement on the basis of, and in reliance on, the Warranties. The Warranties are deemed to be repeated on each day up to and including the termination of this Agreement.

Appears in 2 contracts

Samples: Client Agreement, Client Agreement

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 16.1 Client represents3.1 Each Party hereby represents and warrants to the other Party that, warrants as of the date this Contract Amendment No. 2 is signed and undertakes to SHKCOM (in as of the Effective Date of this Clause 16, referred to as the “Warranties”) thatContract Amendment No. 2: 16.1.1 where Client (a) such Party is a corporationduly organized, it has been duly incorporated validly existing under the laws of the place of its establishment or established in accordance with all applicable laws and regulations and has the corporate power to enter into and perform this Agreement and has taken all necessary corporate and other action to authorise this Agreement upon these terms and conditionsincorporation; 16.1.2 no consent or authority of any person (except, in the case of a corporate client, as already obtained as contemplated in Clause 16.1.1b) is such Party has all requisite power and capacity required for Client to enter into this Agreement including Contract Amendment No. 2; (c) such Party has taken all corporate actions necessary to authorize it to enter into this Contract Amendment No. 2, and its representative whose signature is affixed hereto is fully authorized to sign this Contract Amendment No. 2 and to bind such Party thereby; (d) upon the Effective Date of this Contract Amendment No. 2, this Contract Amendment No. 2 shall be legally binding on such Party; (e) all negotiations relative to this Contract Amendment No. 2 and the transactions contemplated hereby have been carried on by such Party and its respective representatives without limitation any assistance or the power intervention of borrowing and giving security over any person or entity requested by that Party or any of its assetsAffiliates so as to give rise to any valid claim against such Party or its respective Affiliates, for a brokerage commission, finder’s fee, or as other like payment. (f) neither the case may be, Client has obtained all such necessary consent or authority (including without limitation, consent from its employer where applicable); 16.1.3 the entering into by Client signature of this Agreement Contract Amendment No. 2 nor the performance of its obligations hereunder will conflict with, or result in a breach of, or constitute a default under, any provision of the articles of association, by-laws or other documents of such Party, or any trading law, regulation, rule, authorization or borrowing activity in connection with this Agreement will not place Client in breach of the terms approval of any other arrangement government agency or document (including any constitutional documents such as Client’s memorandum and articles of association if Client is a corporation and/or deed of trust if Client is a trustee or trust corporation)body, any staff dealing policies or rules of its employer (if any) or of any obligations under general law contract or imposed by Regulatory Rules; and Client undertakes agreement, to fully comply all relevant Laws, Regulatory Rules, terms, policies and ruleswhich such Party is a party or subject; 16.1.4 (g) [***] no Event lawsuit, arbitration, other legal or administrative proceeding, or governmental investigation is pending or, to the best of Default such Party’s or Potential Event of Default has occurred and its Affiliate(s)’ knowledge, is continuing; 16.1.5 no moneythreatened, securities against such Party or other property received by SHKCOM from Client in connection with this Agreement is subject to any restrictions on transfer or assignment, any lien, claim, charge or encumbrance or any other interest of any third party (other than a lien routinely imposed on all securities in a relevant clearance system); 16.1.6 Client has not taken any action nor has any step been taken or legal proceeding been started or threatened for the bankruptcy or liquidation of the Client. Nor has the Client entered into a compromise or scheme of arrangement with its creditors; 16.1.7 Client acknowledges Affiliate(s) that it is Client’s duty to ascertain Client’s nationality, citizenship, domicile or similar status. Client undertakes not to deal in, purchase or subscribe for any F/O Contracts, commodities or investments which by virtue of the Client’s status or other characteristics Client is prohibited to deal in, purchase or subscribe. Client has taken all necessary professional advice including legal, accounting, estate planning or tax advice relating to its tax or other liability under any relevant jurisdiction and Client has not relied would affect in any way on SHKCOM relating its ability to any of Client’s instructions enter into or orders in respect of dealing in, purchase of or subscription in any F/O Contracts, commodities or investmentsperform this Contract Amendment No. 2; and 16.1.8 Client warrants (h) all documents, statements and information in the possession of such Party relating to the transactions contemplated by this Contract Amendment No. 2 which may have a material adverse effect on such Party’s ability to fully perform its obligations hereunder or which, if disclosed to the other Party, would have a material effect on the other Party’s willingness to enter into this Contract Amendment No. 2, have been disclosed to the other Party. 3.2 Each Party undertakes to SHKCOM that if Client is not a member cause all of their respective appointees to the HK Exchange and the account which Client open with SHKCOM is to be operated for a client or a number JV Company’s Board of clients of Client and not Client itself (“Omnibus Accounts”), Client shall notify SHKCOM of the same and shall at all timesDirectors to: 16.1.8.1 (a) approve the amendments set out in Client’s dealings with Article 2 hereof at latest within fifteen (15) days after the person(s) from whom Client receives instructions with respect to due execution of this Contract Amendment No. 2 by the Omnibus Account, comply with and enforce the margin and variation adjustment requirements and procedures as stipulated in the Rules of the HK Exchange and the rules of the clearing house of the HK Exchange as though Client were a member of the HK Exchange and as though the person(s) for whose account or benefit such instructions are given were the “Clients” as defined in the Rules of the HK Exchange; 16.1.8.2 cause Exchange Contracts (as defined in the Rules of the HK Exchange) to be entered into in fulfillment of such instructions so that there shall in no circumstances be any dealing with the instructions in a manner which constitutes unlawful dealing in differences in market quotations of commodities or in a manner which constitutes or involves betting, wagering, gaming or gambling with respect to such itemsParties; and 16.1.8.3 impose (b) approve the requirements of Clauses 16.1.8.1, 16.1.8.2 and 16.1.8.3 upon, and ensure that they are complied with by, the person(s) from whom Client receives instructions. 16.2 Client further warrants and represents to SHKCOM that each of the Warranties is true, accurate and not misleading. 16.3 Client acknowledges that SHKCOM has entered into this Agreement License Contract executed on the basis of, and in reliance on, same date hereof at latest within fifteen (15) days after the Warranties. The Warranties are deemed to be repeated on each day up to and including the termination due execution of this AgreementContract Amendment No. 2 by the Parties; and (c) execute all other necessary documents and take all other actions necessary or desirable for the effectiveness of this Contract Amendment No. 2.

Appears in 2 contracts

Samples: Joint Venture Contract (Kenon Holdings Ltd.), Joint Venture Contract (Kenon Holdings Ltd.)

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REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 16.1 16.1. Client represents, warrants and undertakes to SHKCOM GIHKL (in this Clause 16, referred to as the “Warranties”) that: 16.1.1 where Client is a corporation, it has been duly incorporated or established in accordance with all applicable laws and regulations and has the corporate power to enter into and perform this Agreement and has taken all necessary corporate and other action to authorise this Agreement upon these terms and conditions; 16.1.2 no consent or authority of any person (except, in the case of a corporate client, as already obtained as contemplated in Clause 16.1.116.1.1 of Section 2) is required for Client to enter into this Agreement including without limitation the power of borrowing and giving security over its assets, or as the case may be, Client has obtained all such necessary consent or authority (including without limitation, consent from its employer where applicable); 16.1.3 the entering into by Client of this Agreement or any trading or borrowing activity in connection with this Agreement will not place Client in breach of the terms of any other arrangement or document (including any constitutional documents such as Client’s memorandum and articles of association if Client is a corporation and/or deed of trust if Client is a trustee or trust corporation), any staff dealing policies or rules of its employer (if any) or of any obligations under general law or imposed by Regulatory Rules; and Client undertakes to fully comply all relevant Laws, Regulatory Rules, terms, policies and rules; 16.1.4 no Event of Default or Potential Event of Default has occurred and is continuing; 16.1.5 no money, securities or other property received by SHKCOM GIHKL from Client in connection with this Agreement is subject to any restrictions on transfer or assignment, any lien, claim, charge or encumbrance or any other interest of any third party (other than a lien routinely imposed on all securities in a relevant clearance system); 16.1.6 Client has not taken any action nor has any step been taken or legal proceeding been started or threatened for the bankruptcy or liquidation of the Client. Nor has the Client entered into a compromise or scheme of arrangement with its creditors; 16.1.7 Client acknowledges that it is Client’s duty to ascertain Client’s nationality, citizenship, domicile or similar status. Client undertakes not to deal in, purchase or subscribe for any F/O Contracts, commodities or investments which by virtue of the Client’s status or other characteristics Client is prohibited to deal in, purchase or subscribe. Client has taken all necessary professional advice including legal, accounting, estate planning or tax advice relating to its tax or other liability under any relevant jurisdiction and Client has not relied in any way on SHKCOM GIHKL relating to any of Client’s instructions or orders in respect of dealing in, purchase of or subscription in any F/O Contracts, commodities or investments; and 16.1.8 Client warrants and undertakes to SHKCOM GIHKL that if Client is not a member of the HK Exchange and the account which Client open with SHKCOM GIHKL is to be operated for a client or a number of clients of Client and not Client itself (“Omnibus Futures Accounts”), Client shall notify SHKCOM GIHKL of the same and shall at all times: 16.1.8.1 in Client’s dealings with the person(s) from whom Client receives instructions with respect to the Omnibus Futures Account, comply with and enforce the margin and variation adjustment requirements and procedures as stipulated in the Rules of the HK Exchange and the rules of the clearing house of the HK Exchange as though Client were a member of the HK Exchange and as though the person(s) for whose account or benefit such instructions are given were the Clients” as defined in the Rules of the HK Exchange; 16.1.8.2 cause Exchange Contracts (as defined in the Rules of the HK Exchange) to be entered into in fulfillment of such instructions so that there shall in no circumstances be any dealing with the instructions in a manner which constitutes unlawful dealing in differences in market quotations of commodities or in a manner which constitutes or involves betting, wagering, gaming or gambling with respect to such items; and 16.1.8.3 impose the requirements of Clauses 16.1.8.1, 16.1.8.2 and 16.1.8.3 uponof Section 2upon, and ensure that they are complied with by, the person(s) from whom Client receives instructions. 16.2 Client further warrants and represents to SHKCOM that each of the Warranties is true, accurate and not misleading. 16.3 Client acknowledges that SHKCOM has entered into this Agreement on the basis of, and in reliance on, the Warranties. The Warranties are deemed to be repeated on each day up to and including the termination of this Agreement.

Appears in 1 contract

Samples: Client Agreement

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 16.1 19.1 Client represents, warrants and undertakes to SHKCOM GIHKL (in this Clause 1619, referred to as the “Warranties”) that: 16.1.1 19.1.1 where Client is a corporation, it has been duly incorporated or established in accordance with all applicable laws and regulations and has the corporate power to enter into and perform this Agreement and has taken all necessary corporate and other action to authorise this Agreement upon these terms and conditions; 16.1.2 19.1.2 no consent or authority of any person (except, in the case of a corporate client, as already obtained as contemplated in Clause 16.1.119.1.1) is required for Client to enter into this Agreement including without limitation the power of borrowing and giving security over its assets, or as the case may be, Client has obtained all such necessary consent or authority (including including, without limitation, consent from its employer where applicable); 16.1.3 19.1.3 the entering into by Client of this Agreement or any trading or borrowing activity in connection with this Agreement will not place Client in breach of the terms of any other arrangement or document (including any constitutional documents such as Client’s memorandum and articles of association if Client is a corporation and/or deed of trust if Client is a trustee or trust corporation), any staff dealing policies or rules of its employer (if any) or of any obligations under general law or imposed by Regulatory Rules; and Client undertakes to fully comply all relevant Laws, Regulatory Rules, terms, policies and rules; 16.1.4 no Event of Default or Potential Event of Default has occurred and is continuing; 16.1.5 no money, securities or other property received by SHKCOM from Client in connection with this Agreement is subject to any restrictions on transfer or assignment, any lien, claim, charge or encumbrance or any other interest of any third party (other than a lien routinely imposed on all securities in a relevant clearance system); 16.1.6 19.1.4 Client has not taken any action nor has any step been taken or legal proceeding been started or threatened for the bankruptcy or liquidation of the Client. Nor has the Client entered into a compromise or scheme of arrangement with its creditors;; and 16.1.7 19.1.5 Client acknowledges that it is Client’s duty to ascertain Client’s nationality, citizenship, domicile or similar status. Client undertakes not to deal in, purchase or subscribe for any F/O Contracts, commodities securities or investments which by virtue of the Client’s status or other characteristics Client is prohibited to deal in, purchase or subscribe. Client has taken all necessary professional advice including legal, accounting, estate planning or tax advice relating to its tax or other liability under any relevant jurisdiction and Client has not relied in any way on SHKCOM GIHKL relating to any of Client’s instructions or orders in respect of dealing in, purchase of or subscription in any F/O Contracts, commodities securities or investments; and 16.1.8 Client warrants and undertakes to SHKCOM that if Client is not a member of the HK Exchange and the account which Client open with SHKCOM is to be operated for a client or a number of clients of Client and not Client itself (“Omnibus Accounts”), Client shall notify SHKCOM of the same and shall at all times: 16.1.8.1 in Client’s dealings with the person(s) from whom Client receives instructions with respect to the Omnibus Account, comply with and enforce the margin and variation adjustment requirements and procedures as stipulated in the Rules of the HK Exchange and the rules of the clearing house of the HK Exchange as though Client were a member of the HK Exchange and as though the person(s) for whose account or benefit such instructions are given were the “Clients” as defined in the Rules of the HK Exchange; 16.1.8.2 cause Exchange Contracts (as defined in the Rules of the HK Exchange) to be entered into in fulfillment of such instructions so that there shall in no circumstances be any dealing with the instructions in a manner which constitutes unlawful dealing in differences in market quotations of commodities or in a manner which constitutes or involves betting, wagering, gaming or gambling with respect to such items; and 16.1.8.3 impose the requirements of Clauses 16.1.8.1, 16.1.8.2 and 16.1.8.3 upon, and ensure that they are complied with by, the person(s) from whom Client receives instructions. 16.2 19.2 Client further warrants and represents to SHKCOM GIHKL that each of the Warranties is true, accurate and not misleading. 16.3 19.3 Client acknowledges that SHKCOM GIHKL has entered into this Agreement on the basis of, and in reliance on, the Warranties. The Warranties are deemed to be repeated on each day up to and including the termination of this Agreement.

Appears in 1 contract

Samples: Client Agreement

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS. 16.1 15.1 The Client hereby represents, warrants and undertakes to SHKCOM (in this Clause 16, referred to as the “Warranties”) CHKLS on a continuing basis that: 16.1.1 where 15.1.1 (in case of an individual) the Client is of sufficient legal age to enter into this Agreement; 15.1.2 (in case of a corporation, it has been duly ) the Client is validly incorporated or established in accordance with all applicable and existing under the laws of its country of incorporation and regulations have full power and has the corporate power capacity to enter into and perform this Agreement and has taken all necessary corporate and other action to authorise this Agreement upon these terms and conditions; 16.1.2 no consent or authority of any person (except, in its obligations hereunder; the case of a corporate client, as already obtained as contemplated in Clause 16.1.1) is required for Client to enter Client’s entry into this Agreement including without limitation has been duly authorized by its governing body and is in accordance with the power Articles of borrowing and giving security over its assets, Association or by-laws as the case may bebe of the Client; 15.1.3 neither the signing, delivery or performance of this Agreement nor any instructions given hereunder will contravene or constitute a default under any existing applicable law, statute, ordinance, rule or regulation or judgment or cause to be exceeded any limit by which the Client or any of the Client’s assets is bound; 15.1.4 save as otherwise disclosed to CHKLS in writing or under the "Client Identity/Beneficiary Declaration" in Account Application Form, all Transactions to be effected under this Agreement are for the benefit of the Client and no other party has any interest therein; 15.1.5 (where the Account holder is the beneficial owner of the Account) that the Client is, and will remain the beneficial owner of: - (where the Account holder is not the beneficial owner of the Account) each beneficial owner of the commodities and Securities in the Account has, in a legally binding agreement, represented and warranted to the Client that he is and will remain the beneficial owner of: - the Securities and other collateral in the Account, such commodities, Securities and other collateral to be free from any lien, charge, equity or encumbrance save as created by this Agreement and will not charge, pledge or allow to subsist any charge or pledge over the Securities or monies in any of the Accounts or grant or purport to grant an option over any commodities, Securities or other collateral in the Account(s) without CHKLS’s prior written consent; Subject to any of our security interest created pursuant to any agreement between CHKLS and the Client, all Securities and other collateral deposited by the Client into any Account are fully paid with valid and good title. 15.1.6 all Securities provided by the Client for selling or crediting into the Account are fully paid with valid and good title for the purpose of fulfilling the Client’s obligations under this Agreement; and 15.1.7 the information contained in the Account Application Form or other information supplied by or on behalf of the Client to CHKLS in connection with the Account is up-to-date, complete, true and correct. CHKLS is entitled to rely on such information until written notice from the Client of any changes in respect of such information has been received by CHKLS. The Client undertakes to inform CHKLS immediately of any changes to such information. 15.2 If the Client effects Transactions for the account of its own clients, whether on a discretionary or non-discretionary basis, and whether as agent or by entering into matching Transactions as principal with any clients of the Client, the Client hereby agrees that, in relation to a Transaction where CHKLS has received an enquiry from SEHK and/or SFC ("Hong Kong Regulators") or upon demand by CHKLS, the following provisions shall apply: 15.2.1 Subject to the proviso below, the Client shall, immediately upon request by CHKLS (such request shall include the relevant contact details of the Hong Kong Regulators) inform the Hong Kong Regulators and/or CHKLS of the identity, address, occupation and contact details of the client for whose account the Transaction was effected and (so far as known to the Client) of the person with the ultimate beneficial interest in the Transaction. The Client shall also inform the Hong Kong Regulators and/or CHKLS of the identity, address, occupation and contact details of any third party (if different from the client/the ultimate beneficiary) who originated the Transaction. Further, the Client shall also disclose to the Hong Kong Regulators and/or CHKLS details of the instruction(s). (a) If the Client effected the Transaction for a collective investment scheme, discretionary account or discretionary trust, the Client shall, immediately upon request by CHKLS (which request shall include the relevant contact details of the Hong Kong Regulators), inform the Hong Kong Regulators of the identity, address, occupation and contact details of the person who, on behalf of the scheme, account or trust, instructed the Client to effect the Transaction. (b) If the Client effected the Transaction for a collective investment scheme, discretionary account or discretionary trust, the Client shall, as soon as practicable, inform CHKLS when his discretion to invest on behalf of the scheme, account or trust has been overridden. In the case where the Client’s investment discretion has been overridden, the Client shall, immediately upon request by CHKLS (which request shall include the relevant contact details of the Hong Kong Regulators), inform the Hong Kong Regulators of the identity, address, occupation and contact details of the person(s) who has or have given the overriding instruction. (c) If the Client is a collective investment scheme, discretionary account or discretionary trust and in respect of a particular Transaction the discretion of the Client or its officers or employees has been overridden, the Client shall, as soon as practicable, inform CHKLS when his discretion to invest on behalf of the beneficiary of such scheme, account or trust has been overridden. In case where the Client’s investment discretion has been overridden, the Client shall, immediately upon request by CHKLS (which request shall include the relevant contact details of the Hong Kong Regulators), inform the Hong Kong Regulators of the identity, address, occupation and contact details of the person(s) who has or have given the instruction in relation to the relevant Transaction. 15.2.3 If the Client is aware that his client is acting as an intermediary for an underlying client(s), and the Client does not know the identity, address, occupation and contact details of the underlying client for whom the Transaction was effected, the Client shall confirm that: (a) the Client has obtained arrangements in place with his client which entitle the Client to obtain the information set out in Sub-clauses 15.2.1 and/or 15.2.2 from his client immediately upon request or procure that it be so obtained; and (b) the Client will, upon request from CHKLS in relation to a Transaction, promptly request the information set out in Sub-clauses 15.2.1 and/or 15.2.2 from his client on whose instructions the Transaction was effected, and provide the information to the Hong Kong Regulators as soon as it is received from his client or procure that it be so provided. 15.2.4 The Client, if subject to the laws of a foreign jurisdiction, confirms that this Agreement is binding under the relevant foreign law. The Client shall obtain a similar confirmation from its own client (if subject to the laws of a foreign jurisdiction) and request its own client, if not being the ultimate client, to obtain a similar confirmation wherever applicable. The above terms shall continue in effect notwithstanding the termination of the Agreement. 15.3 If the Client is acting as an agent for and on behalf of another person in relation to any Transaction(s) carried out pursuant to this Agreement, the Client undertakes that only the Client and not the Client’s principal is the Client of CHKLS and the Client is liable in respect of all obligations and liabilities to be performed or discharged by the Client and in respect of any such Transactions entered into pursuant hereto. 15.4 The Client undertakes to perform such acts, sign and execute all such necessary consent agreements or authority (including without limitation, consent from its employer where applicable); 16.1.3 documents whatsoever as may be required by CHKLS for the entering into by Client performance or implementation of this Agreement or any trading or borrowing activity in connection part hereof. 15.5 Unless the Client has already provided CHKLS with this Agreement will not place Client in breach of the terms of any other arrangement or document (including any constitutional documents such as Client’s memorandum and articles of association if Client is a corporation and/or deed of trust if Client is a trustee or trust corporation), any staff dealing policies or rules of its employer (if any) or of any obligations under general law or imposed by Regulatory Rules; and written guarantee to ensure that The Client undertakes to fully comply all relevant Laws, Regulatory Rules, terms, policies and rules; 16.1.4 no Event of Default or Potential Event of Default has occurred and inform CHKLS when a sell order is continuing; 16.1.5 no money, securities or other property received by SHKCOM from Client in connection with this Agreement is subject to any restrictions on transfer or assignment, any lien, claim, charge or encumbrance or any other interest of any third party (other than a lien routinely imposed on all securities in a relevant clearance system); 16.1.6 Client has not taken any action nor has any step been taken or legal proceeding been started or threatened for the bankruptcy or liquidation of the Client. Nor has the Client entered into a compromise or scheme of arrangement with its creditors; 16.1.7 Client acknowledges that it is Client’s duty to ascertain Client’s nationality, citizenship, domicile or similar status. Client undertakes not to deal in, purchase or subscribe for any F/O Contracts, commodities or investments which by virtue of the Client’s status or other characteristics Client is prohibited to deal in, purchase or subscribe. Client has taken all necessary professional advice including legal, accounting, estate planning or tax advice relating to its tax or other liability under any relevant jurisdiction and Client has not relied in any way on SHKCOM relating to any of Client’s instructions or orders in respect of dealing inSecurities which the Client does not own i.e. is a short sale. 15.6 Unless the Client has previously disclosed in writing to CHKLS, purchase of or subscription in any F/O Contracts, commodities or investments; and 16.1.8 Client warrants and undertakes to SHKCOM that if the Client is not a member an officer or employee of any Exchange, board of trade, clearing house, bank or trust company, or an affiliate of any licensed corporation or registered institution under the SFO, or an introducing broker, or an officer, partner, director or employee of any Securities broker or dealer. 15.7 The Client agrees not to pledge or charge any Securities or monies forming part of the HK Exchange and Account without the account which Client open with SHKCOM is prior consent of CHKLS, or to be operated for a client sell, grant an option over, or a number of clients of Client and not Client itself (“Omnibus Accounts”), Client shall notify SHKCOM otherwise deal in any Securities or monies forming part of the same and shall at all times: 16.1.8.1 in Client’s dealings with the person(s) from whom Client receives instructions with respect Account other than pursuant to the Omnibus Account, comply with and enforce the margin and variation adjustment requirements and procedures as stipulated in the Rules of the HK Exchange and the rules of the clearing house of the HK Exchange as though Client were a member of the HK Exchange and as though the person(s) for whose account or benefit such instructions are given were the “Clients” as defined in the Rules of the HK Exchange; 16.1.8.2 cause Exchange Contracts (as defined in the Rules of the HK Exchange) to be entered into in fulfillment of such instructions so that there shall in no circumstances be any dealing with the instructions in a manner which constitutes unlawful dealing in differences in market quotations of commodities or in a manner which constitutes or involves betting, wagering, gaming or gambling with respect to such items; and 16.1.8.3 impose the requirements of Clauses 16.1.8.1, 16.1.8.2 and 16.1.8.3 upon, and ensure that they are complied with by, the person(s) from whom Client receives instructions. 16.2 Client further warrants and represents to SHKCOM that each of the Warranties is true, accurate and not misleading. 16.3 Client acknowledges that SHKCOM has entered into this Agreement on the basis of, and in reliance on, the Warranties. The Warranties are deemed to be repeated on each day up to and including the termination terms of this Agreement. 15.8 CHKLS undertakes to inform the Client of any material change to the information provided by it in this Agreement or to its business which may affect the services provided by CHKLS to the Client. 15.9 The Client may request CHKLS to subscribe for new issue of Securities on the Client's behalf. CHKLS may be required to provide warranty or make representation in respect of such application, including but not limited to the following: (a) that CHKLS has due authority to make such application on the Client's behalf; (b) that no other application is being made for benefit of the Client whether by the Client himself/herself or by any other person other than the application submitted on the Client's behalf. The Client hereby expressly authorizes CHKLS to provide such warranty and representation to the relevant Exchange or issuer of the relevant Securities. The Client acknowledges that the aforesaid declaration will be relied upon by the issuer of the relevant Securities in deciding whether or not to make any allotment of Securities in response to the application made by CHKLS as client's agent.

Appears in 1 contract

Samples: Securities Cash Account Client Agreement

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