Acting as Agent. 3.1 This Article shall apply where you are acting as agent on behalf of another party (an “Underlying Principal”). 3.2 We will open separate accounts for each Underlying Principal (an “Underlying Principal Account”). You represent and warrant that you have all necessary authority to act as agent on behalf of each Underlying Principal Account. You undertake, as agent for the relevant Underlying Principal, and on your own behalf, in respect of each instruction given, to specify the Underlying Principal Account to which the relevant instruction relates. Until you specify an Underlying Principal Account you will be liable in respect of the relevant Transaction. 3.3 We will separately administer those Underlying Principal Accounts that we reasonably believe relate to different Underlying Principals. We will not exercise any power to consolidate accounts or set off amounts owing between Underlying Principal Accounts relating to different Underlying Principals where you have identified to us the Underlying Principal for each account. 3.4 We may transmit your Orders to a third party, which may be an Affiliate of CLSA or a Third Party Correspondent, for execution. 3.5 You, as agent for each Underlying Principal and on your own behalf, represent, warrant and undertake that you will: (a) ensure at all times that you and the Underlying Principal obtain, and comply with the terms of, and do all that is necessary to maintain in full force and effect, all authority, powers, consents, licenses and authorizations to submit Orders, enter into the relevant Transactions and perform the obligations thereunder; (b) promptly notify us of the occurrence of any Event of Default or Potential Event of Default with respect to you or the Underlying Principal; (c) provide to us on request such information regarding your and the Underlying Principal’s status or affairs as we may reasonably require to evidence your and the Underlying Principal’s authority, powers, consents, licenses and authorizations and your compliance with Applicable Law; and your appointment as agent to the Underlying Principal; (d) provide to us on request copies of the relevant sections of the Underlying Principal’s constitutional documents relating to its capacity to enter into Transactions and to appoint an agent to act on its behalf, and any such extract will be true, accurate, complete and not misleading in all material respects; and (e) execute as agent for the Underlying Principal where you are duly authorized to do so, or, in each other case procure that the Underlying Principal executes on our request all such transfers, powers of attorney and other documents as we may require to vest any assets or otherwise grant any security interest in us, our nominee or a purchaser or transferee. 3.6 We may from time to time engage sub-agents (including other broker(s)) to provide services in respect of your Transactions upon terms as we absolutely decide. You acknowledge that in such cases, we shall be treated as having entered into such transactions on your behalf and these General Terms shall be construed accordingly. 3.7 You represent, warrant and covenant that you comply with and at all times in the future shall comply with all Applicable Law, including requirements relating to money laundering. In furtherance, and not in limitation of the foregoing, you represent, warrant and covenant that no Transaction will violate any Applicable Law (including any provision of the Employee Retirement Income Security Act of 1974). 3.8 You represent, warrant and covenant that, if you effect Transactions with us (a) in Financial Instruments that Client or Client’s Affiliate issued or (b) if Client is a broker- dealer, investment manager or investment adviser and is acting on behalf of a customer of Client, in Financial Instruments which the customer or the customer’s Affiliate issued, such Transactions will comply with Applicable Law regarding transactions in securities by issuers and their Affiliates. 3.9 Prior to sending or giving us an Order, you will advise us of any legal restrictions on the transfer of any Financial Instrument that you sell (including restrictions under Rule 144 or 145(d) under the Securities Act of 1933) and you will provide any necessary documents to us (including prospectuses or opinions) to satisfy legal transfer requirements. 3.10 You represent, warrant and covenant that, unless you advise us otherwise, no Order given to us by you will be on behalf of a plan subject to the Employee Retirement Income Security Act of 1974 or any similar statute. 3.11 You will provide us with all terms and conditions relevant to your Orders, designate any of your short sales as such and locate your borrow of shares from us or a third party prior to placing any short sale Orders with us, all in accordance with Applicable Law. 3.12 You represent, warrant and covenant that, when it’s related to an ETF, (i) you are not restricted to (x) apply for creation or redemption of such ETF units or (y) purchase or sell such ETF units, as provided in the relevant prospectus and any other document in respect of such ETF (the “ETF Prospectus”) or as otherwise notified by the dealer or distributor of such ETF; and (ii) you have read the ETF Prospectus and understood the risks related to investment in the ETF and you will not hold any of CLSA and its Affiliates responsible for any information, representations (expressed or implied), disclosures or omissions of information in respect of the ETF.
Appears in 1 contract
Acting as Agent. 3.1 This Article shall 5.1 The terms set out in this Clause will only apply where you act as agent for another party (an "Underlying Principal"), provided you have disclosed to us that you are acting as agent on behalf of another party an Underlying Principal and you have disclosed the identity of the principal for whom you act. For the avoidance of doubt, this Clause will not apply where you act for your own account as principal.
5.2 For the purposes of Clause 5.1, you acknowledge that you will give us such additional information as we think fit within a reasonable time, including without limitation any information relating to the identity, address, account number and any other details of the Underlying Principal as we may require from time to time to enable us to comply with any applicable laws , regulatory obligations (such as anti-money laundering and counter-terrorism financing laws, sanctions legislation, credit or risk assessments), judicial or court orders.
5.3 Despite the fact that you may enter into transactions as agent for and on behalf of the Underlying Principal in accordance with this Clause, unless we otherwise agree in writing, you acknowledge and agree that we will treat you as our client. Where we have agreed in writing, the Terms of Business shall be deemed to operate as a separate agreement between you, us and each Underlying Principal for whom you enter into dealing (with reference to “you”/”your” being interpreted as references to that Underlying Principal for whom you are acting as agent, and also you acting as an “agent of the Underlying Principal”).
3.2 5.4 If you are a fund manager acting on behalf of a fund, you acknowledge, as agent on behalf of such fund and on your own behalf, that liability between you and such fund will be joint and several.
5.5 We will may open separate accounts for each Underlying Principal (an “"Underlying Principal Account”"). You represent and warrant that you have all necessary authority to act as agent on behalf In respect of each Underlying Principal Account. You instruction given, you undertake, as agent for the relevant Underlying Principal, and on your own behalf, in respect of each instruction given, to specify the Underlying Principal Account to which the relevant instruction properly relates. Until you specify an You further undertake, as agent for each Underlying Principal Account you will be liable and on your own behalf, to notify us immediately if any two or more Underlying Principal Accounts relate to the same Underlying Principal as soon as possible but in respect of the relevant Transactionany event before settlement is due.
3.3 5.6 We will separately administer those Underlying Principal Accounts that we reasonably believe relate to different Underlying Principals. We will not exercise any power to consolidate accounts or set off amounts owing between Underlying Principal Accounts relating to different Underlying Principals where where, you have identified to us the Underlying Principal for each account. Where you have not identified to us the Underlying Principal and we reasonably believe that accounts are held for different Underlying Principals, we may in our sole and absolute discretion choose whether or not to exercise any power to consolidate accounts or set off amounts owing between such Underlying Principal Accounts relating to such different Underlying Principal.
3.4 We may transmit your Orders to a third party, which may be an Affiliate of CLSA or a Third Party Correspondent, for execution.
3.5 You5.7 You agree, as agent for each the Underlying Principal Principals and on your own behalf, representas the case may be, warrant and undertake that you will:
(a) ensure at all times that you and the Underlying Principal obtain, and comply with the terms of, and do all that is necessary to maintain in full force and effect, all authority, powers, consents, licenses and authorizations to submit Orders, enter into the relevant Transactions and perform the obligations thereunder;
(b) promptly notify us of the occurrence of be responsible for making any Event of Default or Potential Event of Default investment decisions with respect to you or the each Underlying Principal;
(c) provide to us on request such information regarding your and . We do not accept any responsibility for assessing the Underlying Principal’s status merits, suitability, value or affairs as we may reasonably require to evidence your and the Underlying Principal’s authority, powers, consents, licenses and authorizations and your compliance with Applicable Law; and your appointment as agent to the Underlying Principal;
(d) provide to us on request copies effects of the relevant sections of the Underlying Principal’s constitutional documents relating to its capacity to enter into Transactions and to appoint an agent to act on its behalf, and any such extract will be true, accurate, complete and not misleading in all material respects; and
(e) execute as agent for the Underlying Principal where you are duly authorized to do so, or, in each other case procure that the Underlying Principal executes on our request all such transfers, powers of attorney and other documents as we may require to vest any assets or otherwise grant any security interest in us, our nominee or a purchaser or transferee.
3.6 We may from time to time engage sub-agents (including other broker(s)) to provide services in respect of your Transactions upon terms as we absolutely decide. You acknowledge that in such cases, we shall be treated as having particular transaction entered into such transactions on your behalf for you for and these General Terms shall be construed accordingly.
3.7 You represent, warrant and covenant that you comply with and at all times in the future shall comply with all Applicable Law, including requirements relating to money laundering. In furtherance, and not in limitation of the foregoing, you represent, warrant and covenant that no Transaction will violate any Applicable Law (including any provision of the Employee Retirement Income Security Act of 1974).
3.8 You represent, warrant and covenant that, if you effect Transactions with us (a) in Financial Instruments that Client or Client’s Affiliate issued or (b) if Client is a broker- dealer, investment manager or investment adviser and is acting on behalf of a customer of Client, in Financial Instruments which the customer or the customer’s Affiliate issued, such Transactions will comply with Applicable Law regarding transactions in securities by issuers and their Affiliatesan Underlying Principal.
3.9 Prior to sending 5.8 We will not be responsible for your or giving us an Order, you will advise us of any legal restrictions on the transfer of Underlying Principal's compliance with any Financial Instrument that you sell (including restrictions under Rule 144 laws or 145(d) rules governing or affecting your or any Underlying Principal's conduct or for your or any Underlying Principal's compliance with any laws or rules governing or affecting transactions under the Securities Act Terms of 1933) and you will provide any necessary documents to us (including prospectuses or opinions) to satisfy legal transfer requirementsBusiness.
3.10 You represent, warrant and covenant that, unless you advise us otherwise, no Order given to us by you will be on behalf of a plan subject to the Employee Retirement Income Security Act of 1974 or any similar statute.
3.11 You will provide us with all terms and conditions relevant to your Orders, designate any of your short sales as such and locate your borrow of shares from us or a third party prior to placing any short sale Orders with us, all in accordance with Applicable Law.
3.12 You represent, warrant and covenant that, when it’s related to an ETF, (i) you are not restricted to (x) apply for creation or redemption of such ETF units or (y) purchase or sell such ETF units, as provided in the relevant prospectus and any other document in respect of such ETF (the “ETF Prospectus”) or as otherwise notified by the dealer or distributor of such ETF; and (ii) you have read the ETF Prospectus and understood the risks related to investment in the ETF and you will not hold any of CLSA and its Affiliates responsible for any information, representations (expressed or implied), disclosures or omissions of information in respect of the ETF.
Appears in 1 contract
Sources: Terms of Business
Acting as Agent. 3.1 This Article shall apply where you are acting as agent on behalf of another party (an “Underlying Principal”).
3.2 We will open separate accounts for each Underlying Principal (an “Underlying Principal Account”). You represent and warrant that you have all necessary authority to act as agent on behalf of each Underlying Principal Account. You undertake, as agent for the relevant Underlying Principal, and on your own behalf, in respect of each instruction given, to specify the Underlying Principal Account to which the relevant instruction relates. Until you specify an Underlying Principal Account you will be liable in respect of the relevant Transaction.
3.3 We will separately administer those Underlying Principal Accounts that we reasonably believe relate to different Underlying Principals. We will not exercise any power to consolidate accounts or set off amounts owing between Underlying Principal Accounts relating to different Underlying Principals where you have identified to us the Underlying Principal for each account.
3.4 We may transmit your Orders to a third party, which may be an Affiliate of CLSA or a Third Party Correspondent, for execution.
3.5 You, as agent for each Underlying Principal and on your own behalf, represent, warrant and undertake that you will:
(a) ensure at all times that you and the Underlying Principal obtain, and comply with the terms of, and do all that is necessary to maintain in full force and effect, all authority, powers, consents, licenses and authorizations to submit Orders, enter into the relevant Transactions and perform the obligations thereunder;
(b) promptly notify us of the occurrence of any Event of Default or Potential Event of Default with respect to you or the Underlying Principal;
(c) provide to us on request such information regarding your and the Underlying Principal’s status or affairs as we may reasonably require to evidence your and the Underlying Principal’s authority, powers, consents, licenses and authorizations and your compliance with Applicable Law; and your appointment as agent to the Underlying Principal;
(d) provide to us on request copies of the relevant sections of the Underlying Principal’s constitutional documents relating to its capacity to enter into Transactions and to appoint an agent to act on its behalf, and any such extract will be true, accurate, complete and not misleading in all material respects; and
(e) execute as agent for the Underlying Principal where you are duly authorized to do so, or, in each other case procure that the Underlying Principal executes on our request all such transfers, powers of attorney and other documents as we may require to vest any assets or otherwise grant any security interest in us, our nominee or a purchaser or transferee.
3.6 We may from time to time engage sub-agents (including other broker(s)) to provide services in respect of your Transactions upon terms as we absolutely decide. You acknowledge that in such cases, we shall be treated as having entered into such transactions on your behalf and these General Terms shall be construed accordingly.
3.7 You represent, warrant and covenant that you comply with and at all times in the future shall comply with all Applicable Law, including requirements relating to money laundering. In furtherance, and not in limitation of the foregoing, you represent, warrant and covenant that no Transaction will violate any Applicable Law (including any provision of the Employee Retirement Income Security Act of 1974).
3.8 You represent, warrant and covenant that, if you effect Transactions with us (a) in Financial Instruments that Client or Client’s Affiliate issued or (b) if Client is a broker- dealer, investment manager or investment adviser and is acting on behalf of a customer of Client, in Financial Instruments which the customer or the customer’s Affiliate issued, such Transactions will comply with Applicable Law regarding transactions in securities by issuers and their Affiliates.
3.9 Prior to sending or giving us an Order, you will advise us of any legal restrictions on the transfer of any Financial Instrument that you sell (including restrictions under Rule 144 or 145(d) under the Securities Act of 1933) and you will provide any necessary documents to us (including prospectuses or opinions) to satisfy legal transfer requirements.
3.10 You represent, warrant and covenant that, unless you advise us otherwise, no Order given to us by you will be on behalf of a plan subject to the Employee Retirement Income Security Act of 1974 or any similar statute.
3.11 You will provide us with all terms and conditions relevant to your Orders, designate any of your short sales as such and locate your borrow of shares from us or a third party prior to placing any short sale Orders with us, all in accordance with Applicable Law.
3.12 You represent, warrant and covenant that, when it’s related to an ETF, (i) you are not restricted to (x) apply for creation or redemption of such ETF units or (y) purchase or sell such ETF units, as provided in the relevant prospectus and any other document in respect of such ETF (the “ETF Prospectus”) or as otherwise notified by the dealer or distributor of such ETF; and (ii) you have read the ETF Prospectus and understood the risks related to investment in the ETF and you will not hold any of CLSA and its Affiliates responsible for any information, representations (expressed or implied), disclosures or omissions of information in respect of the ETF.
Appears in 1 contract