某中国公司(“中方”)欲收购一家境外公司的部分资产。在收购协议签署之前,中方委派了一家国际律所进行了尽职调查,其中发现,目标公司存在一定的税收处罚和环境诉讼风险。经与卖方谈判,在卖方承诺有关处罚和诉讼风险承担赔偿责任后,中方与卖方签署了资产收购协议,初步约定对价为 3亿美元。在收购协议的争端解决条款中,各方约定如果纠纷不能通过友好协商解决,则应提交国际商会根据其届时有效的仲裁规则进行仲裁,仲裁具有终局性。 请根据上述案情,回答71~75题。 卖方对目标资产潜在的受罚和诉讼风险,承诺向中方作出声明和保证,对于收购协议中下列哪些条款或做法,中方应予交涉或修改( )。
A. 卖方将其愿意承担赔偿责任的潜在风险,在披露函(disclosure lette中列明
B. 中方律师发现尽职调查中发现的问题与披露函中披露的内容并不吻合
C. 针对一般声明和保证的索赔期是交割后6个月,对税收、环保事项的索赔期是12个月
D. 低于5000万美元以下的索赔事项卖方不赔
[A] I’m very well, thank you.[B] Would you like to have another apple[C] Can you help me[D] Wait for a moment, please.[E] It’s very nice of you to help me.[F] May I have your name, please[G] Take the second crossing on the right. It’s very kind of you to help me.
Passage Two Antiseptics(杀菌剂) have saved countless lives, but they are most effective when the bacteria they are attacking are individual cells in suspension. Once bacteria have attached themselves to solid surfaces and formed films, they are far harder to eradicate with standard disinfectants. Bacterial pollution of medical devices is a particular problem, as those devices are then used on people whose immune systems may be in less than best condition. Surgical instruments may be treated with ultraviolet light, but that is not appropriate for everything. The result is that infections arising from bacteria attached to surfaces in clinics and hospitals are reckoned to cause up to 1.4m deaths per year. In order to develop a better method of disinfection, a team led by David Whitten of the University of New Mexico and Kirk Schanze of the University of Florida set out to design the equivalent of a mousetrap for bacteria. The device they came up with is an empty capsule five microns across. It is made of alternating layers of two polymers’(聚合体) ,one of which is positively charged, and the other negatively so. These opposite charges serve to hold the capsule together. The polymers in question also absorb light in a way that is likely to transfer the absorbed energy to nearby oxygen molecules (氧分子) to create what is known as singlet oxygen, a particularly reactive form of the element that would kill any bacteria inside the capsule. To test this idea, the two researchers ran a series of experiments in which they exposed their newly built microcapsules to Pseudomonas aeruginosa, a fatal bacterium commonly, found in hospitals, and also to Cobetia marina, a bacterium that frequently adheres to ships and marine equipment, causing dirt. They found that in both cases the microcapsules attracted and captured bacteria that were nearby. After one hour of exposure to light, they report in a forthcoming issue of Applied Materials & Interfaces, the capsules killed more than 95% of the bacteria used in the study. What kills the bacteria is clear: it is the singlet oxygen. What is attracting them into the microcapsules, though, is not well understood. The researchers infer that the positive electric charge may have the function of attracting bacteria, since many bacteria are negatively charged and would thus be attracted to the polymer in question. Alternatively, because both bacteria and polymers are repelled by water they may be pushed together by this joint repulsion. However it works, the result is what Dr. Whitten describes as a micro-sized Roach Motel ("Bacteria check in, but they don’t check out"). If the idea can be scaled up, it may prove a useful weapon in the fight against hospital-caused infection and marine-dirt alike. It can be inferred from the last paragraph that ______.
A. researchers are quite clear about what attracts bacteria into microcapsules
B. the negative-charged layer of polymers attracted the positive charged bacteria
C. a larger "mousetrap" may be helpful in fighting against infection
D. polymers and bacteria may be pushed together by water’s attraction
[A] I’m very well, thank you.[B] Would you like to have another apple[C] Can you help me[D] Wait for a moment, please.[E] It’s very nice of you to help me.[F] May I have your name, please[G] Take the second crossing on the right. Turn right at the second crossing.