Common use of Comment Clause in Contracts

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]

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 TriBar II and the ABA Principles. Very truly yours, [LAW FIRM] By: Opinion of Counsel to Buyer PRELIMINARY NOTE As is the case with XxxxxBuyer’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]