The parties disagree as to how much of a $1 million "hold-back payment" detailed in their asset purchase agreement (APA) defendant must pay to plaintiff. Defendant contends that it is entitled to reduce the amount of its payment by the amount of an indemnification found in the APA's section 8.1 (a) (v), for costs associated with a specifically identified litigation matter known as the "MRS Litigation." Plaintiff argues that defendant must pay the full $1 million and cannot...
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