TWENTY-SEVENTH Clause Samples

TWENTY-SEVENTH. For everything related to the compliance and interpreta- tion of the present contract, the parties will submit to the laws and jurisdiction of Madrid´s competent tribunals, renouncing to any other law or jurisdiction.

TWENTY-SEVENTH. Under this Agreement, the parties shall carry out Transactions, acting indistinctly for each Transaction, as sellers or purchasers, pursuant to the following:

TWENTY-SEVENTH. The Board of Directors shall have the broadest legal authority granted to attorneys-in-fact to enter into all agreements, to carry out all acts and operations which by law or by this charter and bylaws are not expressly reserved to a meeting of shareholders, to manage and direct the affairs of the corporation, to carry out the purpose of the corporation and to represent the corporation before any judicial (criminal or civil), labor or administrative authorities, whether federal, state or municipal, with as broad authority for lawsuits and collections, acts of administration and acts of domain as provided in the first three paragraphs of Article two thousand five hundred fifty four (2554) of the Civil Code for the Federal District and the corresponding articles of the Civil Code of the State of Baja California and with those powers which, according to law, must be expressly set forth and referred to in Articles two thousand five hundred eighty seven (2587) of the Civil Code of the Federal District and the corresponding articles of the Civil Code of the State of Baja California and those powers referred to in articles two thousand five hundred and seventy-four (2574), two thousand five hundred and eighty two (2582) and two thousand five hundred ninety three (2593) of the Civil Code for the Federal District and the corresponding articles of the Civil Code of the State of Baja California, and the express powers to administer labor relations, conciliate, appear at trial in terms of fractions I and VI of Articles 876 and Article 878 of the Federal Labor Law, and to enter into accords, powers and authorities in accordance with article 9 (nine) of the General Law of Negotiable Instruments and Credit Operations, including but without any limitation whatsoever, the following:

TWENTY-SEVENTH. Lessee recognizes that the Premises are subject to that certain Declaration of Protective Covenants and Restrictions for Miramar Park of Commerce (the “Declaration”). Under the Declaration, Sunbeam Properties, Inc. currently enforces the Declaration and operates and maintains the Common Area referred to therein. The Lessee agrees to pay on behalf of Lessor, Lessee’s Proportionate Share of any and all maintenance or other assessments imposed by Sunbeam Properties, Inc. (or its successor) on the Lessor as owner of the Complex as provided in the Declaration. TWENTY-EIGHTH: (a) *****

TWENTY-SEVENTH. The majority of the members of the Company’s Board of Directors must be Mexican nationals. The following may not be members of the Board of Directors of the Company: (i) persons who participate in the Board of Directors or any other decision-making or operational body of any legal entity, other than the Company or its subsidiaries, holding one or more public telecommunications networks concessions in Mexico; and (ii) persons whom are partners or shareholders, directly or indirectly, of other legal entities, other than the Company or its subsidiaries, holding one or more public telecommunications networks concessions in Mexico, except in those cases in which its participation in the capital stock does not enable it to appoint one or more members of its governing body or of any other decision-making or operational body. When any shareholder or group of shareholders having and exercising the use of the minority right in order to appoint directors hereby conferred is prevented from participating in the deliberation and appointment of the remaining directors which may correspond to corresponding Series, in the understanding that, in order to compute the majority of votes required to carry out the appointment of the latter directors, the votes of the minority shareholders that have exercised the aforementioned right will not be computed or considered. Minority shareholders representing at least ten percent of the capital stock, represented exclusively by Series "A" ordinary shares, pursuant to article one hundred and forty-four of the Mexican Companies Law and the Securities Market Law, may appoint one proprietary director and its corresponding alternate for each ten percent of the capital stock thereby represented. Appointments made by minority shareholders will be exclusively made within the number of directors corresponding to this Series "A" of shares. -------- Minority shareholders representing at least ten percent of the capital stock, represented exclusively by Series "B" ordinary shares, pursuant to article one hundred and forty-four of the Mexican Companies Law and the Securities Market Law, may appoint one proprietary director and its corresponding alternate for each ten percent of the capital stock thereby represented. Appointments made by minority shareholders will be made exclusively within the number of directors corresponding to this Series "B" of shares. -------- Series "D" and Series "L" shareholders representing at least ten percent of the capi...