Policy Beneficiary definition
Examples of Policy Beneficiary in a sentence
This Agreement shall bind the Employee and the Bank and their respective heirs, beneficiaries, survivors, executors, administrators, representatives, successors, transferees and assigns, and any Insurance Policy Beneficiary.
The Ambac Parties acknowledge and agree that each Policy Beneficiary, on the one hand, and the Ambac Parties and their Affiliates, on the other hand, have an arms-length business relationship that does not directly or indirectly give rise to, nor do the Ambac Parties or their Affiliates rely on, any fiduciary, advisory or agency relationship or duty with respect to any Policy Beneficiary.
This Agreement and the Ancillary Agreements and any other agreements expressly contemplated by this Agreement or any Ancillary Agreement (which, for the avoidance of doubt, shall not include the Statement of Intent), constitute the entire agreement among all of the Parties with respect to the Transactions and supersede all prior agreements and undertakings, both written and oral, between any Ambac Party on the one hand and any Policy Beneficiary on the other hand with respect to the Transactions.
The information set forth in Part II of Schedule C shall only be provided to a Policy Beneficiary to the extent it enters into (and is not in breach of) a confidentiality agreement in the form of Exhibit H hereto.
Other than relationships under written engagements, no Policy Beneficiary is advising the Ambac Parties or their Affiliates as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, as to which matters the Ambac Parties are relying on their own advisors.
Neither the Ambac Parties nor any Policy Beneficiary may rely on the failure of any condition set forth in Section 4.01 or Section 4.02, as the case may be, to be satisfied if such failure was primarily caused by such Party’s or Parties’ breach of any provision of this Agreement or any Ancillary Agreement.
The Ambac Parties and each Policy Beneficiary shall reasonably cooperate with one another to resolve objections, if any, as may be asserted by any Governmental Authority with respect to the Transactions under any Law.
Each Policy Beneficiary also acknowledges that it will, independently and without reliance upon any other Policy Beneficiary and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action with respect to the Restructuring, any related agreement or any document furnished hereunder or thereunder, or any other matter relating to any insurance policy issued by AAC for the benefit of such Policy Beneficiary.
No amendment, alteration, supplement, waiver or modification shall, unless in writing and signed by a Policy Beneficiary, affect the duties or obligations of such Policy Beneficiary under this Agreement or any Ancillary Agreement.
The Ambac Parties further acknowledge that the Policy Beneficiaries or their Affiliates are full service banks or securities firms engaged in a broad range of transactions that may involve interests that differ from the interests of the Ambac Parties and their Affiliates, and that no Policy Beneficiary or Affiliate thereof has any obligation to disclose such interests and transactions to the Ambac Parties.