A representation is a statement of fact or belief which one party makes to another before or at the time of entering into a contract.
The 1995, 2000 and 2011 GMRAs are largely the same in terms of the representations that each of the parties make. In all cases, representations are repeated on each day on which a transaction is entered into and on each day on which any securities are transferred with respect to a transaction (whether they are “Purchased Securities” or “Margin Securities”).
Any misrepresentation will constitute an Event of Default under the GMRA, which can result in the termination of all transactions.
This table summarises the representations that are made in each version of the GMRA:
|9(a)||Duly authorised to enter into the GMRA and to perform its obligations||Yes||Yes||Yes|
|9(b)||It will enter into the GMRA and the underlying transactions as principal (unless they are agency transactions)||Yes||Yes||Yes|
|9(c)||The person signing the GMRA and entering into any transaction is authorised to do so||Yes||Yes||Yes|
|9(d)||It has obtained all necessary authorisations to enter into the GMRA and any transactions||Yes||Yes||Yes|
|9(e)||The execution and performance of the GMRA or any transactions will not violate any law||Yes||Yes||Yes|
|9(f)||The relevant party is satisfied as to the tax implications of any transactions||Yes||Yes||Yes|
|9(g)(i)||The relevant party is not relying on any advice of the other party||Yes||Yes||Yes|
|9(g)(ii)||The relevant party has made its own decision regarding entry into any transaction||Yes||Yes||Yes|
|9(g)(iii)||The relevant party understands the terms and risks of each transaction||Yes||Yes||Yes|
|9(h)||The party making a transfer of any securities will have full right to do so and title in the relevant securities||Yes||Yes||Yes|
|9(i)||The “paying and collecting” arrangements around securities prior to the date of transfer will not have resulted in it being necessary to make a withholding or deduction WRT Income paid to the transferor for UK tax purposes.||Yes||No||No|