Litigation and Disputed Items. 25 Options............................................................................ 26
Litigation and Disputed Items. (i) Except as set forth in Schedule 2(j)(i), no action or proceeding against MAI or any of its directors, officers, employees, fiduciaries or agents is pending, or , to the knowledge of MAI, contemplated or threatened before any court or governmental body or authority, that has an amount in issue in excess of $20,000 individually or which would in the aggregate exceed $75,000 or that in any manner could materially adversely affect the business, property or prospects of MAI nor is MAI subject to any existing judgment, order or decree of any court or federal, state or local government (or agency thereof) affecting the operation of its business or its assets, or which would prevent, hamper or make illegal the transactions contemplated by this Agreement. It is understood and agreed that, except as set forth in the last paragraph of Section 1(c) hereof, New Company and Xxxxx shall assume no responsibility or obligation whatsoever for any litigation and related claims against MAI arising out of acts or omissions occurring, or events or circumstances related to the ownership or operation of MAI, prior to the Closing Date, nor shall New Company and Xxxxx have any responsibility or obligation for any costs or expenses related to any such litigation or claims. Except as set forth in the last paragraph of Section 1(c) hereof, any such litigation, whether or not disclosed to Xxxxx, in ---- which MAI is a party shall not become the responsibility or obligation of Xxxxx or New Company and the litigation shall remain with and be the sole responsibility of MAI.
Litigation and Disputed Items. Except as disclosed to MAI, no action ----------------------------- or proceeding against New Company or Xxxxx or any of its directors, officers, employees, fiduciaries or agents is pending, or, to the knowledge of New Company or Xxxxx, contemplated or threatened before any court or governmental body or authority, that has an amount in issue in excess of $20,000 individually or which would in the aggregate exceed $75,000 or that in any manner could materially adversely affect the business, property or prospects of New Company, nor is New Company subject to any existing judgment, order or decree of any court or federal, state or local government (or agency thereof) affecting the operation of its business or its assets, or which would prevent, hamper or make illegal the transactions contemplated by this Agreement.
Litigation and Disputed Items. (i) Except as set forth in Schedule 2(j)(i), with respect to the Division and/or the Assets, no action or proceeding against BEI is pending, or, to the knowledge of BEI, contemplated or threatened before any court or governmental body or authority, that has an amount in issue in excess of $10,000 or that in any manner could materially adversely affect the business, property or prospects of the Division or the consummation of the transactions contemplated by this Agreement, nor is BEI subject to any existing judgment, order or decree materially affecting the operation of the Division or the Assets, or which would prevent, hamper or make illegal the transactions contemplated by this Agreement. It is understood and agreed that Xxxxx shall assume no responsibility or obligation whatsoever for any litigation and related claims against BEI, nor shall Xxxxx have any responsibility or obligation for any costs or expenses related to any such litigation or claims. Any litigation, whether or not disclosed to Xxxxx, in which BEI is a party shall not become the responsibility or obligation of Xxxxx and the litigation shall remain with and be the sole responsibility of BEI.
