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THIRD AMENDMENT TO PURCHASE AND SALE CONTRACT

Purchase and Sale Agreement

THIRD AMENDMENT TO PURCHASE AND SALE CONTRACT | Document Parties: DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES II | DBL PROPERTIES CORPORATION You are currently viewing:
This Purchase and Sale Agreement involves

DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES II | DBL PROPERTIES CORPORATION

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Title: THIRD AMENDMENT TO PURCHASE AND SALE CONTRACT
Date: 5/21/2009

THIRD AMENDMENT TO PURCHASE AND SALE CONTRACT, Parties: drexel burnham lambert real estate associates ii , dbl properties corporation
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Exhibit 10.18

 

THIRD AMENDMENT TO PURCHASE AND SALE CONTRACT

            This Third Amendment to Purchase and Sale Contract (this “ Amendment ”) is made as of May 15, 2009, between DREXEL BURNHAM LAMBERT REAL ESTATE ASSOCIATES II LIMITED PARTNERSHIP (“ Seller ”) and ADVENIR, INC. (“ Purchaser ”).

W I T N E S S E T H:

            WHEREAS , Seller and Purchaser entered into a Purchase and Sale Contract dated as of March 25, 2009, as amended by the terms of that certain First Amendment to Purchase and Sale Contract, dated April 24, 2009 (the “ First Amendment ”) and that certain Second Amendment to Purchase and Sale Agreement, dated May 8, 2009 (said Purchase and Sale Contract, as amended by the First Amendment and the Second Amendment, being herein collectively called the “ Agreement ”) with respect to the sale of certain property known as Presidential House located in Miami-Dade County, Florida, as described in the Agreement; and

            WHEREAS , Seller and Purchaser desire to amend the Agreement on the terms set forth herein.

            NOW, THEREFORE , in consideration of the mutual covenants herein contained, the sum of $10.00 and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.       Capitalized Terms.     Capitalized terms used in this Amendment shall have the meanings given to them in the Agreement, except as expressly otherwise defined herein.

2.       Purchase Price.          The first three lines of Section 2.2 of the Agreement shall be amended as follows:  “The total purchase price (" Purchase Price ") for the Property shall be an amount equal to Twelve Million Five Hundred Eighty-Five Thousand  Dollars ($12,585,000.00), payable by Purchaser, as follows:”

3.       Loan Assumption Approval Period .  Section 4.5.9 of the Agreement shall be amended as follows:

            a.         The Loan Assumption Approval Period, set forth in Section 4.5.9 of the Agreement, is hereby extended to June 3, 2009.

            b.         Section 4.5.9.1 of the Agreement shall be deleted and replaced as follows:  “If (a) Purchaser fully complies with its obligations under this Contract (including this Section 4.5 ) and the requirements of the Assumed Loan Documents in connection with obtaining the Loan Assumption and Release, (b) Purchaser has used and is using commercially reasonable good faith efforts to obtain the Loan Assumption and Release, and (c) Purchaser does not obtain the consent of the Lender to the Loan Assumption and Release on or before the expiration of the Loan Assumption Approval Period, then Purchaser shall have the right (the “ Loan Assumption Extension Right ”), exercisable by delivering written notice to Seller prior to the expiration of the Loan Assumption Approval Period (the " Loan Assumption Period Extension Notice "), to extend the expiration date of the Loan Assumption Approval Period to June 25, 2009 for the sole purpose of obtaining Lender's approval of the Loan Assumption and Release; provided that concurrently with delivering the Loan Assumption Period Extension Notice, Purchaser delivers to Escrow Agent an additional deposit of $50,000.00 (the “ Loan Assumption Period Extension Deposit ”).  The Loan Assumption Period Extension Deposit shall be deemed part of the Deposit.

4.       Closing Date .             The Closing Date, set forth in Section 5.1.1 of the Agreement, is hereby extended to June 30, 2009.

5.       Groundwater Sampling Adjournment Right .            Paragraph 5 of the First Amendment is he reby deleted in its entirety.

6.       Open Violations and Permits .            Notwithstanding anything to the contrary contained in Section 7.7 of the Agreement, (x) Seller shall have no obligation to cure the following violations: Violation Numbers 20090127991, 20090128019 and 20090128028 (the “ Lighting Related Violations ”)


 
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