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. 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. See the second paragraph of the Comment to paragraph 3 of the Accord Opinion as to requests by Buyer’s counsel that this opinion include performance of the agree- ment. 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 for the seller’s counsel to limit the opinion to cover only ‘‘any agreement or commitment known to us to which Seller is a party or by which any of its assets are bound.’’ Use of ‘‘known to us,’’ however, introduces the uncertainties inherent in a knowledge xxxx- dard and may result in an overly broad reference. In order to avoid confusion, the form of opinion contemplates identifying the agree- ments and commitments to which this opinion is to apply (e.g., a list of agreements or schedule to the Agreement or a list of exhibits to an SEC filing). The opining lawyer should then review the agreements and commitments listed on the certificate and give the opinion based upon that review. This approach of utilizing a specific list requires that the parties define the selection criteria in a way that satisfies the buyer’s legitimate interest in having the seller’s counsel review those agreements and commitments of the seller 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 immaterial agreements; the failure to obtain a consent to one immaterial agreement does not create an unintended failure of a condition to closing if counsel cannot deliver the opinion letter exactly as provided in the Exhibit. Counsel should also take care in agreeing to opine to a very detailed list of insig- nificant agreements that 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 acquisition would result in a default under one of the agreements covered in par- agraph 3(b) of the opinion letter, company counsel could not deliver the opinion letter in the form required. Although the default would also constitute an inaccuracy in the representation and warranty in Section 3.20 of the Model Asset Purchase Agreement, that inaccuracy would not necessarily cause the condition in Section 7.3 of the Model Asset Purchase Agreement to fail to be satisfied if consent ...
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. This opinion is designed to be limited to consents related to performance of the agreement 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. In order for the employer not to be obliged to make a preliminary tax deduction and to pay an employer’s contribution based on the amount of the subsistence allowance, an exemption must be granted by the local tax authority. The amounts are shown in Appendix 2.
Comment. The determination of additional time to complete a project is relatively straight forward as provided for in clause 23.0 of the JBCC PBA and NSSA, but the prompt provision of all relevant information by the contractor / subcontractor to the principal agent and the employer to resolve the COVID-19 claim is critical. The difficulty then arises how to allocate costs incurred as a result of such delay. Generally, where the employer is at fault, the contractor must be compensated. In the COVID-19 scenario neither party is to blame … should the additional costs be shared equally by the parties? Owners, managers and staff may suffer serious financial hardship during the legally enforced lockdown, if salaries cannot be paid regularly as no money is earned and regular expenses such as plant hire, insurance premiums, etc must continue to be paid. The likely scenario is that subcontractors will be affected more than principal contractors. Certain government sponsored grants may be claimed – but payment may take some time and the quantum is unlikely to be ‘generous’ Registration is open, on xxx.xxxxxx.xxx.xx, for small and medium-sized businesses that require help during the coronavirus crisis ACKNOWLEDGEMENT
