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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. . . .