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is not obligated in any manner to pursue the Lawsuit;
and (iv) the Company is not obligated to execute or
file motions, pleadings, affidavits or any other
documents in connection with the Lawsuit. If the
rights under the Lawsuit are assigned, then the
Shareholders agree to indemnify, defend and hold the
Company and Purchaser harmless from any and all costs,
expenses (including without limitation reasonable
attorneys fees), claims, counterclaims, and crossclaims
which may arise in connection with, or as a result of,
the Lawsuit. Purchaser agrees that it will make
reasonable efforts as requested by Shareholders to
assist in the Lawsuit; provided that, such assistance
does not require Purchaser to incur expense or
interrupt the Company’s operations. It is expected
that the nature of the assistance requested by
Shareholders will be to facilitate communication
between the Shareholders and persons who were employed
by the Company during the times relevant to the lawsuit
and to provide reasonable access to and copies of
relevant documents.
Similarly, the assignment agreement states that BFI “is
contemplating a sale of all of its issued and outstanding stock
to Norway”. See appendix B. The agreement does not restrict or
otherwise condition the assignment of the lawsuit on the sale of
the stock to Norway. Conceivably, the assignment or the stock
sale might have occurred without the occurrence of the other
event. The distribution of the lawsuit and the stock sale may
have been interrelated; however, the “closer relationship” that
petitioners allude to simply does not exist.
In their petitions to this Court, petitioners allege:
n. Identifying a specific value for the claim at
the time Norway Seafoods and BOCHICA Partners were
negotiating a price for the sale of the stock, which
both sides felt was fair, was difficult, and proved to
be a stumbling block to arriving at an agreement for
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