Comment. Concerning Clause 10.1: It is here specified what portion of the Leased Object the parties have as per contract signing assumed will be included in the lessor’s voluntary real estate lease registration in the Value Added Tax Register. In order for an area to be included in the lessor’s voluntary registration, such area must be used in one of the following ways:
Comment. EMORY shall provide COMPANY with copies of all filings and official correspondence pertaining to such Prosecution and Maintenance of the Licensed Patents so as to give COMPANY an opportunity to advise and cooperate with EMORY in such Prosecution and Maintenance. In the event EMORY desires to transfer the prosecution of any of the Licensed Patents to new patent counsel, COMPANY’s written consent shall be obtained, which consent shall not be unreasonably withheld or delayed.
Comment. [1] Paragraph (a) does not prohibit a lawyer or law firm* from paying a bonus to or otherwise compensating a nonlawyer employee from general revenues received for legal services, provided the arrangement does not interfere with the independent professional judgment of the lawyer or lawyers in the firm* and does not violate these rules or the State Bar Act. However, a nonlawyer employee’s bonus or other form of compensation may not be based on a percentage or share of fees in specific cases or legal matters. [2] Paragraph (a) also does not prohibit payment to a nonlawyer third-party for goods and services provided to a lawyer or law firm;* however, the compensation to a nonlawyer third- party may not be determined as a percentage or share of the lawyer’s or law firm’s overall revenues or tied to fees in particular cases or legal matters. A lawyer may pay to a nonlawyer third-party, such as a collection agency, a percentage of past due or delinquent fees in concluded matters that the third-party collects on the lawyer’s behalf.
Comment. The no-breach-or-default opinions given in paragraph three are discussed in Section 15 of the Accord and the related Commentary. This opinion is designed to be limited to breaches or defaults related to performance of the Agreement through the closing when the Opinion Letter is delivered. Some buyers may seek to broaden the opinion to include required post-closing performance, inwhich event the Opinion should cover ‘‘execution, delivery and performance ’’ The most troublesome aspect of these opinions is identification of the agreements and commitments described in paragraph 3(b) of the opinion. It is not unusual, at least in the case of opinions not covered by the Accord, for the buyer to request that the opinion cover ‘‘any agreement or commitment known to us to which Seller is a party or by which its property or assets is bound.’’ Use of ‘‘known to us’’ introduces the uncertainties inherent in a knowledge standard and may result in an overly broad reference. The Accord and the model form of Accord opinion take a different approach and favor identifying the agreements and commitments to which this opinion is to apply (e.g., a list of agreements, a schedule to the acquisition agreement or a list of exhibits to an SEC filing). The opining lawyer should then review the agreements and com- mitments listed and give the opinion based upon that review. It is inappropriate to define the selection criteria for this Opinion in terms of the ultimate conclusion to be reached by the opining lawyer (e.g., all agreements and commitments that prohibit a change of control of the seller). This approach of utilizing a specific list requires that the parties define the agreements or commitments in a way that satisfies the buyer’s legitimate interest in having company counsel review those agreements and commit- ments likely to present significant issues while simultaneously limiting the scope of that review to one that is feasible and does not involve disproportionate cost in the context of the transaction. Counsel should take care in agreeing to opine to a very detailed list of insignificant agreements; the failure to obtain a consent to one immaterial agreement does not create an unintended failure of a condition to closing. If consummation of the acqui- sition would result in a default under one of the agreements covered in paragraph 3(b) of the opinion letter, company counsel could not deliver the opinion letter in the form required. Although the default would also consti...
Comment. This is the first study (to our knowledge) that has sys- tematically evaluated agreement among ROP experts for plus disease diagnosis. Consistent and accurate detec- tion of plus disease has an increasingly critical role in the identification of treatment-requiring ROP. This is par- ticularly relevant because the multicenter ETROP trial recently determined that presence of plus disease is suf- Table. Absolute Agreement in Plus Disease Diagnosis Among 22 Experts Reviewing 34 Imagesa No. (%) 3-Level Categorization 2-Level Categorization by 22 Experts by 22 Experts Image Plus Pre-plus Neither Plus Not Plus 2 1 (5) 16 (76) 4 (19) 1 (5) 20 (95) 3 14 (70) 6 (30) 0 14 (70) 6 (30) 4 5 (24) 12 (57) 4 (19) 5 (24) 16 (76) 5 3 (14) 9 (43) 9 (43) 3 (14) 18 (86) 6 22 (100) 0 0 22 (100) 0 7 1 (5) 9 (41) 12 (55) 1 (5) 21 (96) 8 21 (96) 1 (5) 0 21 (96) 1 (5) 9 0 9 (43) 12 (57) 0 21 (100) 10 0 0 22 (100) 0 22 (100) 11 22 (100) 0 0 22 (100) 0 12 1 (5) 11 (50) 10 (46) 1 (5) 21 (96) 13 7 (32) 15 (68) 0 7 (32) 15 (68) 14 2 (10) 11 (52) 8 (38) 2 (10) 19 (90) 15 12 (60) 8 (40) 0 12 (60) 8 (40) 16 1 (5) 10 (48) 10 (48) 1 (5) 20 (95) 17 8 (38) 11 (52) 2 (10) 8 (38) 13 (62) 18 1 (5) 10 (46) 11 (50) 1 (5) 21 (96) 19 2 (10) 14 (67) 5 (24) 2 (10) 19 (90) 20 20 (95) 1 (5) 0 20 (95) 1 (5) 21 0 8 (38) 13 (62) 0 21 (100) 22 11 (52) 10 (48) 0 11 (52) 10 (48) 23 17 (77) 5 (23) 0 17 (77) 5 (23) 24 0 5 (23) 17 (77) 0 22 (100) 25 2 (10) 9 (43) 10 (48) 2 (10) 19 (90) 26 16 (73) 6 (27) 0 16 (73) 6 (27) 27 1 (5) 8 (36) 13 (59) 1 (5) 21 (96) 28 14 (64) 8 (36) 0 14 (64) 8 (36) 29 1 (5) 15 (71) 5 (24) 1 (5) 20 (95) 30 17 (81) 4 (19) 0 17 (81) 4 (19) 31 1 (5) 8 (36) 13 (59) 1 (5) 21 (96) 32 3 (14) 14 (64) 5 (23) 3 (14) 19 (86) 33 17 (77) 5 (23) 0 17 (77) 5 (23) 34 22 (100) 0 0 22 (100) 0 a Number of images in each row may not add to 22 because images categorized as cannot determine were excluded for that expert. ficient for meeting the definition of type 1 ROP, which benefits from early treatment regardless of the exact num- ber of clock hours of peripheral disease.4 The main finding from this study is that interexpert agreement of plus disease diagnosis is imperfect. Using a 3-level categorization, all 22 experts agreed on the same diagnosis in 4 of 34 images (12%) (Figure 2), and the mean weighted n statistic for each expert compared with all others ranged from 0.25 (fair agreement) to 0.55 (mod- erate agreement) (Figure 3). Using a 2-level categoriza- tion, all experts who provided a diagnosis agre...
Comment. [1] An agreement restricting the right of lawyers to practice after leaving a firm not only limits their professional autonomy but also limits the freedom of clients to choose a lawyer. Paragraph
Comment. (a) Where the terms in the Law, Regulation and other relevant legislation are used in this Agreement, the definition in the relevant regulation shall apply.
Comment. Agreements not to compete are agreements in restraint of trade and historically have not been favored by the courts. The courts are more prone, however, to enforce such agreements if they are reasonable in geographic scope and duration and are necessary to protect important business interests such as trade secrets and goodwill. See Wilson
Comment. If counsel is not to be present when the Transaction Documents are signed by the seller, company counsel may insist that the parenthesis in (a) be deleted and assume the genuineness of all signatures. TriBar II and the ABA Legal Principles takes the position that these assumptions are implicit whether or not stated expressly. TriBar II takes the position that the assumptions set forth above and other assump- tions that were in the past often stated expressly are implicit whether or not stated expressly, and omitting even the assumptions set forth above is developing into com- mon practice.
Comment. If the acquisition is being financed, a buyer’s lenders will often seek to have the benefit of the legal opinion letter delivered by company counsel. Absent a consent in the opinion (or separately given by company counsel), the lenders may not have the right to rely on the opinion letter. The qualifications contained in (c) and (d) are often included in opinion letters but are unnecessary and implicit even if not stated according to XxxXxx XX and the ABA Principles. Very truly yours, [LAW FIRM] By: Opinion of Counsel to Buyer PRELIMINARY NOTE As is the case with Xxxxx’s representations in the Model Asset Purchase Agreement, the scope of the opinion required to be delivered to the seller by the buyer’s counsel is often limited to matters affecting the validity of the transaction documents. Where, as here, the buyer is delivering a promissory note for a significant portion of the purchase price, however, the seller may require additional representations from the buyer and, correspondingly, ad- ditional opinions from the buyer’s counsel. See the Commentary to Article 4 of the Model Asset Purchase Agreement. It may be appropriate in some acquisitions for the seller to request the buyer’s counsel also to opine as to corporate status, power and authority, no consent or approval and no litigation affecting the Agreement. The appropriateness of these additional requests should turn on the nature and size of the buyer, the cost-effectiveness of opinion and whether consideration other than cash is being paid. [Date]
