Book traversal links for 11. Representations
11. Representations
No: 43013189 | Date(g): 19/9/2021 | Date(h): 12/2/1443 | Status: In-Force |
Effective from 2021-09-19 - Sep 18 2021
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Each party represents and warrants to the other that -
(a) it is duly authorised to execute and deliver this Agreement, to enter into the Transactions contemplated hereunder and to perform its obligations hereunder and thereunder and has taken all necessary action to authorise such execution, delivery and performance;
(b) it will engage in this Agreement and the Transactions contemplated hereunder as principal;
(c) the person signing this Agreement on its behalf is, and any person representing it in entering into a Transaction will be, duly authorised to do so on its behalf;
(d) it has obtained all authorisations of any governmental or regulatory body required in connection with this Agreement and the Transactions contemplated hereunder and such authorisations are in full force and effect;
(e) the execution, delivery and performance of this Agreement and the Transactions contemplated hereunder will not violate any law, ordinance, charter, by-law or rule applicable to it or any agreement by which it is bound or by which any of its assets are affected;
(f) it has satisfied itself and will continue to satisfy itself as to the tax Implications of the Transactions contemplated hereunder;
(g) in connection with this Agreement and each Transaction -
(i) unless there is a written agreement with the other party to the contrary, it is not relying on any advice (whether written or oral) of the other party, other than the representations expressly set out in this Agreement;
(ii) it has made and will make its own decisions regarding the entering into of any Transaction based upon its own judgment and upon advice from such professional advisers as it has deemed it necessary to consult;
(iii) it understands the terms, conditions and risks of each Transaction and is willing to assume (financially and otherwise) those risks;
(h) at the time of transfer to the other party of any Securities it will have the full and unqualified right to make such transfer and that upon such transfer of Securities the other party will receive all right, title and interest in and to those Securities free of any lien (other than a lien granted to the operator of the clearance system through which the Securities are transferred), claim, charge or encumbrance; and
(i) insofar as it wishes or is required for any reason to enter into only transactions which comply or are consistent with the principles of Shari’ah ("Shari'ah Compliant" or "Shari'ah Compliance"), it has made its own investigation into and satisfied itself as to the Shari'ah Compliance of this Agreement, each document entered into pursuant to or in connection with this Agreement and the Transactions entered into hereunder, and all necessary action to confirm that this Agreement, each document entered into pursuant to or in connection with this Agreement and the Transactions contemplated hereunder are Shari'ah Compliant has been taken (including the obtaining of a fatwa where required) and it will not claim any dispute on the grounds of Shari'ah Compliance of this Agreement, any document entered into pursuant to or in connection with this Agreement or any Transactions contemplated hereunder;
(j) it has not relied on the other party or any written declaration, fatwa, opinion or other documents prepared by, on behalf of or at the request of the other party for the purposes of a determination or confirmation that this Agreement, each document entered into pursuant to or in connection with this Agreement and the Transactions contemplated hereunder are Shari'ah compliant; and
(k) it is entering into this Agreement in the ordinary course of its business, and not for speculative purposes.
On the date on which any Transaction is entered into pursuant hereto, and on each day on which Securities, Margin Securities or Equivalent Margin Securities are to be transferred under any Transaction, Buyer and Seller shall each be deemed to repeat all the foregoing representations. For the avoidance of doubt and notwithstanding any arrangements which Seller or Buyer may have with any third party, each party will be liable as a principal for its obligations under this Agreement and each Transaction.