Sharpness is a virtue.
Sharpness is a virtue.
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. . . .
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. . . .
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). . . .
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. . . .