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. [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. 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. 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 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 agreed in 7 of 34 images (21%) (Figure 2), and the mean n statistic for each expert compared with all others ranged from 0.19 (s...
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.
(b) This Agreement shall be interpreted in accordance with the Law, Regulation and other relevant legislation.
(c) This Agreement cannot be interpreted in a way that contradicts the rights and obligations stipulated in the Law, Regulation and other relevant legislation.
Comment. Seller’s counsel may argue that an opinion as to due incorporation or due organi- zation, valid existence and good standing is inappropriate in an asset sale because the selling company itself is not being sold. This opinion is commonly given in a variety of transactions other than the sale of a company, however, and the buyer would be justifiably concerned about the effectiveness of the transfer of the Assets if the seller was not validly existing as a corporation. Buyers often accept a more limited corporate status opinion, such as ‘‘is a corporation validly existing,’’ rather than the broader ‘‘duly incorporated’’ or ‘‘duly organized’’ opinion more appropriate in a stock purchase agreement. In addition to the opinion that Seller has the ‘‘corporate power and authority to execute and deliver the Agreement and consumate the Contemplated Transaction,’’ buyers sometimes ask for an opinion that the selling corporation has the corporate power and authority ‘‘to own its properties and engage in its business as presently conducted . . . ’’ Although this opinion is usually relatively easy to give, it technically is not necessary in asset sales and often is omitted at the request of the seller’s counsel. Buyers sometime request an opinion from the seller’s counsel that the selling com- pany is qualified to do business as a foreign corporation in all jurisdictions where the nature of its business or the location of its assets would require such qualification. Giving this opinion is strongly discouraged because it is time consuming, difficult and largely fact driven. Certain Guidelines for the Negotiation and Preparation of Third- Party Legal Opinions, published in the Third-Party Legal Opinion Report along with the Accord, concluded that a comprehensive foreign qualification opinion will ‘‘gen- erally not be cost-effective’’ and may be an inappropriate request. Sometimes the for- mulation that the selling company is qualified in all jurisdictions ‘‘where the failure to so qualify would have a material adverse effect on Seller and its operations’’ is re- quested as a compromise, but it is inappropriate for lawyers to make materiality judg- ments, and this opinion is also discouraged. The preferred alternative is to address qualification in specifically identified jurisdictions as in the form opinion above.
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 opinion is designed to be limited to consents related to performance through the closing when the opinion letter is being delivered. Some buyers may seek to broaden the opinion to include required, post-closing performance, in which event the opinion should cover ‘‘execution, delivery and performance of the Agreement.’’
Comment. EMORY on behalf of the LICENSOR 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 reasonably cooperate with EMORY on behalf of the LICENSOR in such Prosecution and Maintenance. In the event LICENSOR 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. 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.
