Contract analysis
Clause-by-clause risk read on any document of the firm. Pick a contract, or open any document from a matter.
Contract analysis / officers-certificate-northgate.docx
officers-certificate-northgate.docx
High · 0
Medium · 1
Standard · 0
1. Northgate Americas is a wholly owned subsidiary of Northgate Telecommunications PLC, a
1. Northgate Americas is a wholly owned subsidiary of Northgate Telecommunications PLC, a public limited company organized and existing under the laws of England and Wales, the ordinary shares of which are admitted to trading on the Main Market of the London Stock Exchange under the ticker symbol NTP.L (the "Parent").
2. The principal executive office of Northgate Americas is located at 1700 Market Street,
2. The principal executive office of Northgate Americas is located at 1700 Market Street, Suite 2400, Philadelphia, Pennsylvania 19103.
3. The registered office of Northgate Americas in the State of Delaware is located at c/o
3. The registered office of Northgate Americas in the State of Delaware is located at c/o Calvert Corporate Services, Inc., 1209 Orange Street, Wilmington, Delaware 19801, and Calvert Corporate Services, Inc. serves as the Company's registered agent in the State of Delaware.
4. The Employer Identification Number (EIN) assigned to Northgate Americas by the Interna
4. The Employer Identification Number (EIN) assigned to Northgate Americas by the Internal Revenue Service is 84-3291067.
5. This Certificate is delivered in connection with the closing of the Master Services Ag
5. This Certificate is delivered in connection with the closing of the Master Services Agreement dated as of June 9, 2023 (the "Agreement"), by and between Northgate Americas, Inc., in its capacity as Customer and Licensee, and Cedarpoint Systems Integration, Inc., in its capacity as Service Provider and Licensor, together with all exhibits attached thereto (Exhibits A through F), all schedules thereto (Schedules 1 t
6. The Agreement has a total contract value of Seventy-Five Million Dollars ($75,000,000)
6. The Agreement has a total contract value of Seventy-Five Million Dollars ($75,000,000) over a five-year initial term commencing on June 9, 2023 and expiring on June 8, 2028, subject to the renewal and termination provisions set forth in Article VII of the Agreement.
7. Capitalized terms used but not otherwise defined in this Certificate shall have the re
Medium
⚑ Forum / governing law
7. Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Agreement. CERTIFICATIONS The undersigned, in his capacity as President of Northgate Americas, Inc., and not in his individual capacity, hereby certifies to Cedarpoint Systems Integration, Inc. as follows: (a) Due Organization and Good Standing The Company is a corporation duly orga