Representations and Warranties of Ambac Sample Clauses

The 'Representations and Warranties of Ambac' clause sets out specific statements and assurances made by Ambac regarding its authority, financial condition, and compliance with applicable laws at the time of entering into the agreement. Typically, this clause will detail facts such as Ambac's legal existence, its power to execute the contract, and the accuracy of its financial statements. By providing these representations and warranties, the clause helps ensure that the other party can rely on Ambac's disclosures and that any misrepresentation may give rise to remedies, thereby allocating risk and promoting transparency in the transaction.
Representations and Warranties of Ambac. Ambac represents, warrants and agrees as follows as of the Closing Date:
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Representations and Warranties of Ambac. The Note Insurer represents, warrants and agrees as follows as of the Closing Date:
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Representations and Warranties of Ambac. Ambac represents, warrants and agrees that the Ambac Information included in the Registration Statement does not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.
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Representations and Warranties of Ambac. AMBAC hereby represents and warrants to the Issuer on and as of the Closing Date hereof, as follows: (a) AMBAC is duly incorporated and is validly existing under the laws of England and Wales with full power and authority to conduct its business as described in the AMBAC Information (as defined below), is not in liquidation or receivership, is able to pay its debts as they fall due and is lawfully qualified to do business in those jurisdictions in which business is conducted by it; (b) the Transaction Documents to which it is a party have been duly authorised, executed and delivered by AMBAC and constitute the legal, valid and binding obligations of AMBAC enforceable in accordance with their respective terms subject only to all applicable insolvency laws affecting the rights of creditors generally and to general principles of equity; (c) no action or thing is required to be taken, fulfilled or done (including, without limitation, the obtaining of any consent or licence or the making of any filing or registration) for the issue of the Policy or the compliance by AMBAC with the policy or the Transaction Documents, as the case may be, except for those which have been and are in full force and effect and not subject to any conditions which require to be satisfied prior to the date hereof and have not been satisfied; (d) the execution and delivery of the Transaction Documents to which it is a party, the carrying out of the other transactions contemplated by the Transaction Documents to which it is a party and compliance with their terms do not and will not (i) conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, the documents constituting AMBAC or any indenture, trust deed, mortgage or other agreement or instrument to which AMBAC is a party or by it or any of its properties is bound, or (ii) infringe any existing applicable law, rule, regulation, judgment, order or decree of any government, governmental body or court, domestic or foreign, having jurisdiction over AMBAC or any of properties or assets; (i) the Offering Circular contains all information with respect to AMBAC which is material in the context of the issue and offering of the Bonds (including all information required by English law), (ii) all statements of fact contained in the information defined as the "AMBAC Information" on page 2 of the Offering Circular (hereinafter, the "AMBAC Information") are true and accurate in all material respects and no...
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Related to Representations and Warranties of Ambac

  • Representations and Warranties of ALPS ALPS represents and warrants to the Trust that: (a) It is duly organized and existing as a corporation and in good standing under the laws of the State of Colorado. (b) It is empowered under applicable laws and by its Articles of Incorporation and By-laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards.

  • Representations and Warranties of ▇▇▇▇ ▇▇▇▇ hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

  • Representations and Warranties of ▇▇▇▇▇ ▇▇▇▇▇ hereby represents and warrants to Amylin as of the Effective Date that:

  • Representations and Warranties of ▇▇▇▇▇▇ In connection with the Awarded Common Shares, ▇▇▇▇▇▇ makes the following representations and warranties to the Company: (i) ▇▇▇▇▇▇ has sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the acquisition of the Awarded Common Shares and to make an informed investment decision with respect thereto. ▇▇▇▇▇▇ can afford the complete loss of the value of the Awarded Common Shares and is able to bear the economic risk of holding the Awarded Common Shares for an indefinite period. (ii) ▇▇▇▇▇▇ is acquiring these securities for investment for ▇▇▇▇▇▇’▇ own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) or under any applicable provision of state law. ▇▇▇▇▇▇ does not have any present intention to transfer the Awarded Common Shares to any third party. (iii) ▇▇▇▇▇▇ understands that the Awarded Common Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of ▇▇▇▇▇▇’▇ investment intent as expressed herein. (iv) ▇▇▇▇▇▇ further acknowledges and understands that the Awarded Common Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. ▇▇▇▇▇▇ further acknowledges and understands that the Company is under no obligation to register the Awarded Common Shares. ▇▇▇▇▇▇ understands that the certificate(s) evidencing the Awarded Common Shares will be imprinted with a legend which prohibits the transfer thereof unless they are registered or such registration is not required in the opinion of counsel for the Company. (v) ▇▇▇▇▇▇ is familiar with the provisions of Rules 144 promulgated under the Securities Act, which, in substance, permits limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. ▇▇▇▇▇▇ understands that the Company provides no assurances as to whether ▇▇▇▇▇▇ will be able to resell any or all of such Awarded Common Shares, pursuant to Rule 144, which rules requires, among other things, that the Company be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that resales of securities take place only after the holder has held the Awarded Common Shares for certain specified time periods, and under certain circumstances, that resales of securities be limited in volume and take place only pursuant to brokered transactions.

  • REPRESENTATIONS AND WARRANTIES OF ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ represents and warrants to the Company as follows: