Professor Coates’ (Wachtel) explanation of expediency doesn’t square with the fact that “notwithstanding” and “subject to” often are found in the first draft. (The fact is that “New York” style drafting (surely too broad, but that used by large Wall Street firms) is defined by vagueless and ambiguity, beginning with the first draft. Witness the “material adverse change” definition. I don’t really know how to explain the style, except that I know it when I see it. It looks to be precise, but it isn’t.

Bill Payne