Litigation and Disputed Items Sample Clauses

Litigation and Disputed Items. 25 Options............................................................................ 26
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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. (ii) MAI is not engaged in any legal action to recover claims for moneys due or damages sustained or to enforce any right, except as set forth on Schedule 2(j)(ii).
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. (ii) With respect to the Division and/or the Assets, BEI is not engaged in any material legal action to recover claims for moneys due or damages sustained or to enforce any right except as set forth on Schedule 2(j)(ii).

Related to Litigation and Disputed Items

  • Complaints and Disputes 28.1. If the Client wishes to report a complaint, he must send an email to the Company with the completed “Complaints Form” found on the Website. The Company will try to resolve it without undue delay and according to the Company’s Complaints Procedure for Clients. 28.2. If a situation arises which is not expressly covered by this Agreement, the Parties agree to try to resolve the matter on the basis of good faith and fairness and by taking such action as is consistent with market practice. 28.3. The Client’s right to take legal action remains unaffected by the existence or use of any complaints procedures referred to above.

  • Complaints and Dispute Resolution 16.1 Where a dispute arises in connection with any aspect of this Agreement, the parties acting with good faith, will use all reasonable endeavours to bring any such issue to the attention of the other party in a timely fashion and in any event within 60 days of any such dispute coming to their attention. 16.2 Notification by one party to the other must be in writing and include the nature of the dispute and the desired resolution. 16.3 If a Supplier wishes to notify ACM of a dispute in connection with this Agreement, any such notification should be made by email to xxxxxxxxxx@xxxxxx.xxx.xx. 16.4 Within seven days of receipt of a notification in accordance with clause 16.2, a party will provide a response in writing including setting out steps it intends to take to resolve the dispute. 16.5 If, after attempting to resolve the dispute for a period of at least 60 days, the parties are not reconciled, they agree to then participate in a mediation to be conducted in accordance with the Code. 16.6 If, after undertaking mediation in accordance with the Code, the parties are still not reconciled, they may then submit to an arbitration to be conducted in accordance with the Code. 16.7 Unless otherwise agreed in writing, the parties shall each bear their own legal costs associated with any mediation and/or arbitration pursuant to this Agreement. 16.8 Nothing in this clause will prevent a party from seeking an injunction.

  • JURISDICTION AND DISPUTES A. This agreement shall be governed by the ------------------------- State of Pennsylvania. B. All disputes hereunder shall be resolved in the applicable state or federal courts of Pennsylvania. The parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available. The parties reserve the right to mutually agree to binding arbitration in accordance with the policies of the American Arbitration Association.

  • Consultation and Dispute Resolution 1. The Parties shall promptly consult, at the request of either of them, on any question arising out of the interpretation or application of this Agreement. Any disputes concerning the interpretation or application of this agreement shall be settled by friendly consultations between the Parties. 2. Paragraph 1 shall not prevent the Parties from having recourse to dispute settlement procedures under the Partnership and Cooperation Agreement establishing partnership between the European Communities and their Member States, and Ukraine.

  • Claims and Disputes A. Claims by the CONTRACTOR must be made in writing to the COUNTY within two (2) business days, unless another provision of this Agreement sets forth a different time frame, after the commencement of the event giving rise to such claim or the CONTRACTOR will be deemed to have waived the claim. All claims will be priced in accordance with the section in this document entitled “Changes in the Scope of Services”. B. The CONTRACTOR shall proceed diligently with its performance as directed by the COUNTY, regardless of any pending claim, action, suit, or administrative proceeding, unless otherwise agreed to by the COUNTY in writing. The COUNTY shall continue to make payments on the undisputed portion of the contract in accordance with the contract documents during the pendency of any claim. C. Claims by the CONTRACTOR will be resolved in the following manner: (1) Upon receiving the claim and supporting data, the COUNTY will within fifteen (15) calendar days respond to the claim in writing stating that the claim is either approved or denied. If denied, the COUNTY will specify the grounds for denial. The CONTRACTOR will then have fifteen (15) calendar days in which to provide additional supporting documentation, or to notify the COUNTY that the original claim stands as is.

  • LAW AND DISPUTES This agreement is governed by Federal law. (i) Any language purporting to subject the U.S. Government to the laws of a U.S. state, U.S. territory, district, or municipality, or foreign nation, except where Federal law expressly provides for the application of such laws, is hereby deleted. (ii) Any language requiring dispute resolution in a specific forum or venue that is different from that prescribed by applicable Federal law is hereby deleted. (iii) Any language prescribing a different time period for bringing an action than that prescribed by applicable Federal law in relation to a dispute is hereby deleted.

  • Litigation; Disputes No legal action may be brought against NCCI, its shareholders, officers, employees, and/or agents for actions taken reasonably and in good faith in fulfilling the specifically stated responsibilities of NCCI under this Agreement. NCCI reserves the right to obtain a determination from a court of competent jurisdiction as to the ownership of funds and/or documents in its possession in the event it receives conflicting instructions, instructions which are, in the opinion of NCCI, inconsistent with this Agreement, or if NCCI fails to receive instructions which NCCI concludes that it requires to fulfill its duties under this Agreement.

  • Settlement of Dispute The parties shall strive to settle any dispute arising from, out of or in connection with the interpretation or performance of this Agreement through friendly negotiation. In case no settlement can be reached through negotiation within six months, each party can submit such matter to China International Economic and Trade Arbitration Commission (the "CIETAC"). The arbitration shall follow the current rules of CIETAC. The arbitration award shall be final and binding upon the parties and shall be enforceable in accordance with its terms.

  • Governing Law and Disputes 12.1 The Parties will make good faith efforts to resolve, in a confidential manner, any dispute which may arise under the Agreement, by escalating it to higher levels of management, prior to resorting to litigation or other legal process.

  • Applicable Laws and Dispute Resolution a. The formation, validity, interpretation and performance of and settlement of disputes under this Agreement shall be governed by the laws of the PRC. b. Any dispute, conflict, or claim arising in connection with the interpretation and performance of the provisions of this Agreement (including any issue relating to the existence, validity, and termination of this Agreement) shall be resolved by the Parties in good faith through negotiations. In case no resolution can be reached by the Parties within thirty (30) days after a Party makes a request for dispute resolution through negotiations, any Party may refer such dispute to a competent court having legal jurisdiction over the registration place of Party A. The Parties agree to submit to the jurisdiction of such court. The Parties agree that the dispute and any court proceedings shall be kept confidential and that the existence of the proceedings and any element of it (including but not limited to any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions, and any awards) shall not be disclosed beyond the court, the Parties, their counsels and any person necessary to the conduct of the proceeding, except as may be lawfully required in judicial proceedings or as required by the rules of the U.S. Securities and Exchange Commission, the NASDAQ stock market rules or the rules of any other quotation system or exchange on which the securities of the disclosing Parties or their affiliates are listed or as otherwise required by applicable law. The Parties further agree to request that the court conduct any proceedings in closed session and to keep the existence of the proceedings and any element of it, including the decision of the court, confidential and refrain from publishing or otherwise disclosing any of the foregoing information to the public, except as may be lawfully required in judicial proceedings or as otherwise required by applicable law.

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