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General Boilerplate—Governing Law - Massachusetts

Posted by Steven Ayr

This Agreement and actions taken thereunder shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, applied without regard to conflict of law principles. . . .

Massachusetts Commercial Lease Agreement—Damages Upon Tenant’s Default

Forked from Massachusetts Commercial Lease Agreement—Damages Upon Tenant’s Default posted by @twneale

Landlord and Tenant don't agree that they cannot foresee when in the Lease Term a breach for nonpayment of rent may occur, what the commercial rental market would be at the time of a breach, or what the cost of finding another tenant and the length of time the Premises might remain vacant might be. Therefore, Tenant further agrees that notwithstanding re-entry and termination pursuant to the terms above, Tenant shall be liable for liquidated damages in the amount of all rents and additional rents due for the years (including fractions of a year, if any) remaining in the Lease Term, as well as charges (said charges to be based upon the prior year charges, which may include, without limitation any Real Estate Tax, Common Area Maintenance, insurance, condominium association fee, utility usage, or other charges that may be applicable and owed by Tenant in said prior year, multiplied by the remaining years and fractions thereof, if any, of the Lease Term). . . .

BSD License—Disclaimer

Posted by @twneale

THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT HOLDER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. . . .

GNU GPL 3—Acceptance not required to have copies

Posted by @twneale

You are not required to accept this License in order to receive or run a copy of the Program. Ancillary propagation of a covered work occurring solely as a consequence of using peer-to-peer transmission to receive a copy likewise does not require acceptance. However, nothing other than this License grants you permission to propagate or modify any covered work. These actions infringe copyright if you do not accept this License. Therefore, by modifying or propagating a covered work, you indicate your acceptance of this License to do so. . . .

GNU GPL 3—Conveying modified source versions

Posted by @twneale

You may convey a work based on the Program, or the modifications to produce it from the Program, in the form of source code under the terms of section 4, provided that you also meet all of these conditions: a) The work must carry prominent notices stating that you modified it, and giving a relevant date. b) The work must carry prominent notices stating that it is released under this License and any conditions added under section 7. This requirement modifies the requirement in section 4 to “keep intact all notices”. c) You must license the entire work, as a whole, under this License to anyone who comes into possession of a copy. This License will therefore apply, along with any applicable section 7 additional terms, to the whole of the work, and all its parts, regardless of how they are packaged. This License gives no permission to license the work in any other way, but it does not invalidate such permission if you have separately received it. d) If the work has interactive user i . . .

GNU GPL 3—Basic permissions grant

Posted by @twneale

All rights granted under this License are granted for the term of copyright on the Program, and are irrevocable provided the stated conditions are met. This License explicitly affirms your unlimited permission to run the unmodified Program. The output from running a covered work is covered by this License only if the output, given its content, constitutes a covered work. This License acknowledges your rights of fair use or other equivalent, as provided by copyright law. You may make, run and propagate covered works that you do not convey, without conditions so long as your license otherwise remains in force. You may convey covered works to others for the sole purpose of having them make modifications exclusively for you, or provide you with facilities for running those works, provided that you comply with the terms of this License in conveying all material for which you do not control copyright. Those thus making or running the covered works for you must do so exclusively on your be . . .

MASSACHUSETTS TRUSTEE FORECLOSURE MEMORANDUM OF TERMS AND CONDITIONS OF SALE—Trustee's Right to Cancel

Posted by @hackercounsel

As an express term and condition of this Memorandum, the Trust reserves the right to void this transaction for any reason. If the Trust voids this transaction and does not convey title to the Buyer for any reason, the Trust’s sole responsibility shall be the return of deposit paid. The Buyer shall have no further recourse against the Trust, the Trust’s attorney or the auctioneer. . . .

Massachusetts Commercial Lease Agreement—Damages Upon Tenant’s Default

Posted by @hackercounsel

Landlord and Tenant agree that they cannot foresee when in the Lease Term a breach for nonpayment of rent may occur, what the commercial rental market would be at the time of a breach, or what the cost of finding another tenant and the length of time the Premises might remain vacant might be. Therefore, Tenant further agrees that notwithstanding re-entry and termination pursuant to the terms above, Tenant shall be liable for liquidated damages in the amount of all rents and additional rents due for the years (including fractions of a year, if any) remaining in the Lease Term, as well as charges (said charges to be based upon the prior year charges, which may include, without limitation any Real Estate Tax, Common Area Maintenance, insurance, condominium association fee, utility usage, or other charges that may be applicable and owed by Tenant in said prior year, multiplied by the remaining years and fractions thereof, if any, of the Lease Term). . . .

Membership Interest Transfer Agreement—Clawback Clause

Posted by @hackercounsel

In the event of the offer and acceptance of any definitive agreement for the sale of a controlling interest in the Company, or the sale of all or substantially all of the assets of the Company following the date hereof (a “Qualifying Sale”), Transferor will have the right to thirty three percent (33%) (the “Clawback Amount”) of any consideration paid to Transferee in connection therewith. In the event that any interest in the Company is transferred for securities or any interest in another entity , it is specified that the Clawback Amount payable to Transferor shall be in cash, calculated upon the fair market valuation of the Company established in the Qualifying Sale, including all deductions and discounts applicable to the valuation of a private company without freely transferable shares. It is further specified that any transfer of minority interests in the Company by Transferee shall not constitute a Qualifying Sale. . . .

Massachusetts Residential Purchase and Sale Agreement—Title V Language

Posted by @hackercounsel

If the property is serviced by a septic system the seller represents, pursuant to Title V of the State Environmental Code (310 CMR 15.301) that Seller has obtained a Title V Certificate that the system complies with Title V and will forward the same at closing. . . .