Ambac's warranties and undertakings Sample Clauses

Ambac's warranties and undertakings. 11.3.1 Ambac warrants to each of the Sellers as at the date of this Agreement that: (a) the execution and delivery by Ambac of this Agreement and the Transaction Documents (to which it is party), and compliance with their respective terms, shall not breach or constitute a default under its articles of association, or any other agreement or instrument to which it is a party or by which it is bound, and shall not constitute a breach under any order, judgment, decree or other restriction applicable to it; (b) it has the legal right and full power and authority to enter into and perform this Agreement and the other Transaction Documents (to which it is party) to be executed by it and such documents will, when executed, constitute valid and binding obligations on Ambac, in accordance with their respective terms; (c) save for the Conditions, no consent, approval, authorisation or order of any court or governmental, regulatory or other authority which has not been obtained or made at the date of this Agreement is required by it where failure to obtain such consent, approval, authorisation or order would materially and adversely affect such its ability to enter into and perform its obligations under this Agreement and the Transaction; (d) no order has been made and no resolution has been passed for its winding up or for a liquidator to be appointed in respect of it and no petition has been
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Related to Ambac's warranties and undertakings

  • Entire Agreement This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.

  • NOW, THEREFORE the parties hereto agree as follows:

  • Confidentiality (a) Subject to Section 7.15(c), during the Term and for a period of three

  • Indemnification In the event any Registrable Securities are included in a Registration Statement under this Agreement:

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • Definitions For purposes of this Agreement:

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

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