Severability Contract Clauses (27,855)

Severability. If any provision or provisions of this Agreement (or any portion thereof) shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; (b) such pro...vision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent legally possible, the provisions of this Agreement (including each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent of any provision held invalid, illegal or unenforceable. View More

Severability. If any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, this Agreement will continue in full force and effect without said provision, unless such omission would substantially impair the rights or benefits of any Party hereto.

Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, null and void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this 35 Agreement will remain in full force and effect and will in no way be affected, impaired or invalidated; provided, however, that nothing contained in this Section 31 will affect the ability of the Company under the provisions of Section 27 to sup...plement or amend this Agreement to replace such invalid, null and void or unenforceable term, provision, covenant or restriction with a legal, valid and enforceable term, provision, covenant or restriction; provided further, however, that if such severed provision affects the rights, immunities, duties or obligations of the Rights Agent, then the Rights Agent will be entitled to resign immediately upon written notice to the Company. View More

Severability. In the event that any part of this Agreement is found to be void or unenforceable, all other provisions of the Agreement will remain in full force and effect.

Severability. If a provision of this Agreement is held invalid by a court of competent jurisdiction, the remaining provisions will nonetheless be enforceable according to their terms. Further, if any provision is held to be overbroad as written, that provision shall be amended to narrow its application to the extent necessary to make the provision enforceable according to applicable law and enforced as amended.17. Plan Governs. The Award evidenced by this Agreement is a permitted award pursuant to the Plan, a...nd the Restricted Stock Units, Dividend Equivalent Units and this Agreement are in all respects governed by the Plan and subject to all of the terms and provisions thereof, whether such terms and provisions are incorporated in this Agreement by reference or are expressly cited, except as expressly provided herein. Ambac represents that the Award is authorized under and in accordance with the terms of the Plan.18. Code Section 409A Rules. Notwithstanding any other provision of this Agreement to the contrary, if any payment or benefit hereunder is subject to section 409A of the Code, and if such payment or benefit is to be paid or provided on account of the Executive's termination of employment (or other separation from service):(a)and if the Executive is a specified employee (within the meaning of section 409A(a)(2)(B) of the Code) and if any such payment or benefit is required to be made or provided prior to the first day of the seventh month following the Executive's separation from service or termination of employment, such payment or benefit shall be delayed until the first day of the seventh month following the Executive's separation from service (or, if earlier, upon the Executive's death);(b)the determination as to whether the Executive has had a termination of employment (or separation from service) shall be made in accordance with the provisions of section 409A and the guidance issued thereunder without application of any alternative levels of reductions of bona fide services permitted thereunder and, for purposes of any such provision of this Agreement, references to a "termination," "termination of service" or like terms shall mean "separation from service" and the date of such separation from service shall be the "Termination Date" for purposes of any such payment or benefits; (c)for purposes of section 409A, the Executive's right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments; and(d)this Award is intended to comply with, or be exempt from, Code Section 409A and shall be construed accordingly. 4 EX-10.2 3 a04-021ex102tavakoliequity.htm EXHIBIT 10.2 Exhibit Exhibit 10.2AMBAC FINANCIAL GROUP, INC.RESTRICTED STOCK UNIT AGREEMENTMr. Nader Tavakoli (the "Executive") has been granted a Full Value Award under the Ambac Financial Group, Inc. Incentive Compensation Plan (the "Plan") in the form of restricted stock units (the "Award") as consideration for his services as chief executive officer. The Award shall be effective as of January 4, 2016 (the "Grant Date"). The Award shall be subject to the following terms and conditions (sometimes referred to as this "Agreement"). View More

Severability. Should any clause, sentence, paragraph or Section of this Guaranty be judicially declared to be invalid, unenforceable or void, such decision will not have the effect of invalidating or voiding the remainder of this Guaranty, and the parties hereto agree that the part or parts of this Guaranty so held to be invalid, unenforceable or void will be deemed to have been stricken herefrom and the remainder will have the same force and effectiveness as if such part or parts had never been included here...in. View More

Severability. If any term or condition of this Agreement shall be held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, this Agreement shall be construed without such term or condition. If at the time of enforcement of any provision of this Agreement, a court shall hold that the duration, scope or area restriction of any provision hereof is unreasonable under circumstances now or then existing, the parties hereto agree that the maximum duration, scope or area reason...able under the circumstances shall be substituted by the court for the stated duration, scope or area. View More

Severability. The provisions of this Release shall be severable and the invalidity of any provision, or the performance of one Party's obligations under any provision, shall not affect the validity of the other provisions or the other Party's duty to perform its or Executive's obligations under any other provision; provided, however, that (a) upon a finding by a court of competent jurisdiction that any release or agreement in Paragraph 3 above is illegal, void, or unenforceable, Executive agrees, at the Compa...ny's option, to promptly execute a release and agreement that is legal and enforceable, and (b) Executive's failure to comply with the obligations to promptly execute such release will constitute a material breach of this Release, in which event the Company, in addition to its other rights and remedies, shall not be obligated to provide Executive with any of the consideration described in Paragraph 2 above. FORM OF SEPARATION AND GENERAL RELEASE EXECUTION VERSION 10. Governing Law and Jurisdiction/Consent to Jurisdiction/Waiver of Jury Trial. This Release shall be governed by and construed in accordance with laws and judicial decisions of the State of Texas, without regard to its principles of conflicts of laws. Any action regarding this Release or Executive's employment with or separation from the Company must be brought as provided in the Agreement and prosecuted in Dallas County. The Parties reaffirm that any right to a jury trial is waived, as provided in the Agreement. View More

Severability. In the event any provision of this Agreement shall be held invalid, such provision shall be deemed severable and the remaining provisions hereof shall remain in full force and effect.

Severability. If any provision of this Note or the application thereof to any person or circumstance should, for any reason and to any extent, be invalid or unenforceable, the remainder of this Note and the application of such provision to other persons or circumstances shall not be affected thereby, but rather shall be enforced to the greatest extent permitted by applicable law. [Remainder of page intentionally blank; signature page follows.]