Exhibit 10.14
REVIVOR AND FIRST AMENDMENT
TO
AGREEMENT OF SALE AND PURCHASE
AND JOINT ESCROW INSTRUCTIONS
THIS REVIVOR AND FIRST AMENDMENT
TO AGREEMENT OF SALE AND PURCHASE AND JOINT ESCROW
INSTRUCTIONS (this
“First Amendment”) is made effective the 2nd day of
July, 2009, by and between BEHRINGER HARVARD MULTIFAMILY OP I
LP , a Delaware limited partnership
(“Buyer”), and WATERFORD PLACE APARTMENTS, LLC,
a California limited liability company
(“Seller”).
R E C I T A L S:
WHEREAS, Seller and Buyer entered into that Agreement of
Sale and Purchase And Joint Escrow Instructions dated May 29,
2009 (“the Purchase Agreement”) whereby Seller agreed
to sell to Buyer and Buyer agreed to purchase from Seller the
Property, as defined therein. Unless otherwise expressly
defined herein, all initially-capitalized terms used herein shall
have the meanings ascribed to them in the Purchase
Agreement.
WHEREAS, Buyer delivered a Disapproval Notice to Seller
on June 22, 2009 and, accordingly, the Purchase Agreement
terminated in accordance with its express terms and
conditions.
WHEREAS , Buyer and Seller now desire to revive the
Purchase Agreement on certain amended terms and conditions as
herein provided.
NOW, THEREFORE
, in consideration of the mutual
covenants and agreements of the parties, and other good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties agree as follows:
1.
Recitals . The foregoing recitals are true and are
incorporated herein by this reference as though set forth in
full.
2.
Revivor . Buyer and Seller hereby agree that the
Purchase Agreement, as amended by this First Amendment, is in full
force and effect and is revived as a continuing agreement between
Buyer and Seller. The terms and conditions of such revivor
are and shall be deemed automatically accomplished by the execution
of this First Amendment and the Purchase Agreement shall be deemed
to have been in continuous existence without interruption from and
after execution of this First Amendment by Buyer and
Seller.
3.
Rescission of Disapproval Notice . Upon the mutual
execution and delivery of this First Amendment, this First
Amendment shall constitute Buyer’s (a) irrevocable
rescission of the Disapproval Notice, and (b) approval of all
of the matters described in Sections 3.1 and 3.2 of
the Purchase Agreement.
