Transferring Customers definition
Examples of Transferring Customers in a sentence
For the avoidance of doubt, the Added Japan Retail Customers shall be treated as having been Transferring Customers as of the Closing for all purposes hereunder, including, for calculating the Earn-Out Payments attributable to such Added Japan Retail Customers.
Effective as of the Closing, Buyer hereby assumes all liabilities and obligations of Seller associated with, arising out of or in respect of, the Account Balances and Open Positions of the Transferring Customers or any other Purchased Assets, in each case following the Closing (“Assumed Liabilities”).
Such bulk assignment shall be pursuant to and in accordance with Seller’s existing Customer agreements and NFA Compliance Rule 2-40: Procedures for the Bulk Assignment or Liquidation of Forex Positions; Cessation of Customer Business (“NFA Compliance Rule 2-40”) and any other requirements imposed by the NFA in order to complete the bulk assignment of Transferring Customers to GCG or GCUK, as applicable.
For all Transferring Customers, the Customer List shall include all available customer data, including cash balances, trade history, open positions and associated stop and limit orders, account opening or funding date, preferred trading platform and regulated entity of Seller and such other information as requested in Exhibit A.
After Closing, and in accordance with applicable regulatory rules and regulations, Purchaser covenants and agrees that Purchaser shall be responsible for the conduct of any and all regulatory compliance matters and procedures required with respect to the Transferring Customers.
On the Closing Date, Seller shall (i) transfer the account balances of Transferring Customers to GCG and (ii) liquidate the Open Positions for all Remaining Customers.
Purchaser has financial resources sufficient to timely comply with each of its obligations hereunder or arising from or related to the ownership of the Purchased Assets, including the financial ability to honor Purchaser’s commitments to the Transferring Customers.
GCG and GCUK, as applicable, shall cause the Transferring Customers to retain the same margin requirement with GCG and GCUK, as applicable, as they had with Seller (except as otherwise contemplated under this Agreement).
Purchaser will also assume and be responsible for that portion of any obligations or liabilities associated with any promotional funds, rebates or credits earned by Transferring Customers on or after Closing.
Purchaser shall cause GCG to agree to treat the customer information of the Transferring Customers consistently with GCG’s privacy policy.