Universal Party definition
Examples of Universal Party in a sentence
To the extent that amounts are so withheld by a Universal Party, such amounts shall be treated for all purposes of this Agreement as having been paid to the Liberty Party in respect of whose consideration such deduction or withholding was made.
If a claim by a third party is made against a Universal Party, and if such Universal Party intends to seek indemnity with respect thereto under this Section, such Universal Party shall promptly notify Liberty in writing of such claims setting forth such claims in reasonable detail; provided that the failure to so notify Liberty shall not limit such Universal Party's rights to indemnity except to the extent Liberty is materially prejudiced thereby.
Each Universal Party has duly executed and delivered this Agreement and this Agreement constitutes its legal, valid and binding obligations, enforceable against it in accordance with its terms, except to the extent limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and by general equity principles regardless of whether such proceeding is considered in equity or at law.
If Liberty does not notify a Universal Party within 20 days after the receipt of such Universal Party's notice of a claim of indemnity regarding a third party claim hereunder that it elects to undertake the defense thereof, such Universal Party shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement.
Each Universal Party shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code or any applicable provision of state, local or foreign Tax law.
Liberty shall not settle any claim unless such settlement (i) contains an unconditional release of the Universal Parties and their Affiliates from any and all liability with respect to such third party claim and (ii) does not otherwise impose new or additional limitations or restrictions on any Universal Party or any of their Affiliates, without the prior written consent of Universal which consent shall not be unreasonably withheld.
The Client shall be responsible for all transactions and activities involving the Account effected by any person (whether or not authorised by the Client) prior to ▇.▇▇▇ Forex blocking third party access.
Each Universal Party (i) is duly organized or formed, validly existing and in good standing under the laws of the jurisdiction in which it is so organized or formed and (ii) has full corporate power and authority (A) to own, lease and use as now owned, leased and used by it all of its assets and properties, (B) to conduct its business and operations as currently conducted and (C) to perform and comply with all the terms, covenants and conditions of this Agreement.
LPC owns all of the Liberty Shares free and clear of any Lien or Encumbrance (other than those (x) arising under the Shareholder Arrangements, (y) arising under any Federal or state securities laws or arising in connection with an Excluded Tax Liability or (z) created by any Universal Party (collectively, "Liberty Permitted Encumbrances")).
The execution, delivery and performance by each Universal Party of this Agreement and the consummation by each Universal Party of the Transactions to which it is, or is specified to be, a party have been duly authorized by all necessary corporate action, and no other corporate proceedings on the part of any Universal Party are necessary to authorize this Agreement or the consummation of the Transactions.