JOINDER BY ESCROW HOLDER. Escrow Holder (as defined in Section 6 of Article I above) hereby acknowledges that it has received this Agreement executed by the Seller and Buyer and accepts the obligations of and instructions for the Escrow Holder set forth herein. Escrow Holder agrees to disburse and/or handle the Deposit, the Purchase Price and all closing documents in accordance with this Agreement. Dated: August , 2021 [***] By: Name: Title: SCHEDULE 1 PURCHASE PRICE ALLOCATION PER PROPERTY 0000 Xxxxxxx Xxxxxxx Xxxxxxxxx [***] 0000 Xxxxxxx Xxxx Xxxxx [***] EXHIBIT A LEGAL DESCRIPTION [***] EXHIBIT A -1- EXHIBIT B FORM OF GRANT DEED [***] EXHIBIT B -1- EXHIBIT C TRANSFEROR’S CERTIFICATION OF NON-FOREIGN STATUS [***] EXHIBIT C -1- EXHIBIT D ASSIGNMENT AND ASSUMPTION OF LEASES [***] EXHIBIT D -1- EXHIBIT E TENANT ESTOPPEL CERTIFICATE [***] EXHIBIT E -1- EXHIBIT F ASSIGNMENT AND ASSUMPTION OF CONTRACTS [***] EXHIBIT F -1- EXHIBIT G XXXX OF SALE [***] EXHIBIT G -1- EXHIBIT H GENERAL ASSIGNMENT [***] EXHIBIT H -1- EXHIBIT I LIST OF LEASES [***] EXHIBIT I -1- EXHIBIT J LIST OF CONTRACTS [***] EXHIBIT J -1- EXHIBIT K LIST OF LEASING COSTS AND FREE RENT; LIST OF SECURITY DEPOSITS [***] EXHIBIT K -1- EXHIBIT L PROFORMA POLICIES [***] EXHIBIT L -1- EXHIBIT M FORM OF MEMORANDUM OF PSA [***] EXHIBIT M -1- EXHIBIT N APPROVED CONTRACTS AND DISAPPROVED CONTRACTS [***] EXHIBIT N -1- EXHIBIT O FORM OF OWNER’S AFFIDAVIT [***] EXHIBIT O -1- EXHIBIT P DECLARATION ESTOPPEL [***] EXHIBIT P -1- EXHIBIT Q BUYER PARENT GUARANTY [***] EXHIBIT Q -1- EXHIBIT R OPLP GUARANTY [***] EXHIBIT R -1- EXHIBIT S FORM OF CONTRACTOR’S CERTIFICATE [***] EXHIBIT S -1- AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS BETWEEN CIO SM LAND HOLDINGS, LLC and CIO 9985 PACIFIC HEIGHTS, LLC, each a Delaware limited liability company, AS SELLER and [***] AS BUYER I SUMMARY AND DEFINITION OF BASIC TERMS 1 II RECITALS 2 III AGREEMENT 3 1. Purchase and Sale 3 2. Purchase Price 3 2.1 Purchase Price 3 2.2 Deposit 3
JOINDER BY ESCROW HOLDER. Fidelity National Title joins this Agreement for the purposes of acknowledging receipt of this Agreement, agreeing to act as Escrow Holder under this Agreement, accepting the instructions contained herein, and to confirm that the Opening of Escrow occurred on the day of , 2020, and that the Xxxxxxx Money Deposit has been received. Signature Print Name Title Escrow Number: Exhibit A
JOINDER BY ESCROW HOLDER. For good and valuable consideration, Escrow Holder hereby acknowledges and agrees to the following:
JOINDER BY ESCROW HOLDER. The Escrow Holder is executing this Agreement to evidence its agreement to act as escrow agent in accordance with the terms and conditions of this Agreement. FIRST AMERICAN TITLE INSURANCE COMPANY By: /s/Lxxx Xxxxxx Name: Lxxx Xxxxxx Its: Escrow Agent [Signature Page - Oxford Ionis Campus Purchase and Sale Agreement] JOINDER BY SELLER PARENT
JOINDER BY ESCROW HOLDER. By execution hereof, Escrow Holder hereby covenants and agrees to be bound by the terms of this Agreement that are applicable to it. ESCROW HOLDER: FIRST AMERICAN TITLE INSURANCE COMPANY By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: VP and NCS Florida Operations Manager EXHIBIT A Properties Property Name Street Address City State Fee Owner Chateau Vestavia 0000 Xxxxxxxxxx Xxxx Xxxxxxxx Xxxxx Xxxxxxx CLP Chateau Vestavia AL Senior Living, LLC Pacifica Senior Living Peoria 0000 X. Xxxxxx Xxxxxx Xxxxxx Xxxxxxx CLP Peoria AZ Senior Living, LLC Xxxxxxxxx Place of Fayetteville 0000 X. Xxxxxxxxx Xxxx Xxxxxxxxxxxx Xxxxxxxx CLP Fayetteville AR Owner, LLC Xxxxxxxxx Place of Jonesboro 0000 X. Xxxxxxx Road Jonesboro Arkansas CLP Jonesboro AR Owner, LLC Xxxxxxxxx Place of Springdale 000 Xxxxx Xxxx Springdale Arkansas CLP Springdale AR Owner, LLC Pacifica Senior Living Bakersfield 0000 Xxxxxxxxx Xxxxx Xxxxxxxxxxx Xxxxxxxxxx CLP Bakersfield CA Senior Living, LLC Pacifica Senior Living Modesto 0000 Xx. Xxxxx Xxx Xxxxxxx Xxxxxxxxxx CLP Modesto CA Senior Living, LLC Pacifica Senior Living Northridge 0000 Xxxxxxx Xxxxxx Northridge California CLP Northridge CA Senior Living, LLC Pacifica Senior Living Santa Clarita 00000 Xxxx Xxxxx Xxxxxx Santa Clarita California CLP Santa Clarita CA Senior Living, LLC Morningstar at Dayton Place 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxx Colorado CLP Denver CO Continuing Care Owner, LLC Pacifica Senior Living Sun City 0000 Xxxxx Xxxxx Xxxxx Xxx Xxxx Xxxxxx Xxxxxxx CLP Sun City Center FL Senior Living, LLC Dogwood Forest of Alpharetta 000 X. Xxxx Xxxxxx Xxxxxxxxxx Xxxxxxx CLP Alpharetta GA Owner, LLC Dogwood Forest of Cumming 0000 Xxxxxx Xxxx Xxxxxxx Xxxxxxx CLP Laurel Creek, GA Owner, LLC The Oaks at Post Road 3875 Post Road Cumming Georgia CLP Cumming GA Senior Living Owner, LLC Dogwood Forest of Fayetteville 0000 Xxx 00 Xxxx Xxxxxxxxxxxx Xxxxxxx CLP Fayetteville GA Owner, LLC Dogwood Forest of Gainesville 0000 Xxxxxxxx Xxxxxx Road Gainesville Georgia CLP Gainesville GA Owner, LLC The Oaks at Braselton 0000 Xxxxxxxx Xxxx Road Hoschton Georgia CLP Hoschton GA Senior Living Owner, LLC Dogwood Forest of Eagles Landing 000 Xxxxxxx Xxxx Xxxxx Xxxxxxxxxxx Xxxxxxx CLP Stockbridge GA Owner, LLC Provision Living at Xxxxxxx 1373 D’Xxxxxx Professional Park Godfrey Illinois CLP Godfrey IL Owner, LLC Xxxxx Xxxxx Assisted Living 000 00xx Xxxxxx Xxxxxx Xxxxxxxx CLP Moline IL Assisted Living Owner, LLC Xxxxx Xxxxx Memory Care 000 00xx Xxxxxx Xxxxxx Xxxxxxxx CLP ...
JOINDER BY ESCROW HOLDER. First American Title Insurance Company, referred to in this Agreement as the "Escrow Holder," hereby acknowledges that it received this Agreement executed by the Parties on the ______ day of December 2013, and accepts the obligations of and instructions for the Escrow Holder as set forth herein. Dated: December ___, 2013 FIRST AMERICAN TITLE INSURANCE COMPANY By: Name: Xxxxx Xxxxxxx Title: Escrow Officer Address First American Title Insurance Company 18500 Xxx Xxxxxx Avenue, Suite 600 Irvine, California 92612
JOINDER BY ESCROW HOLDER. By execution hereof, Escrow Holder hereby covenants and agrees to be bound by the terms of this Agreement that are applicable to it. ESCROW HOLDER: FIRST AMERICAN TITLE INSURANCE COMPANY By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: VP & NCS Florida Operations Manager The following exhibits and schedules to this agreement have been omitted. The Company agrees to furnish supplementally copies of any of the omitted exhibits and schedules to the Securities and Exchange Commission upon request. EXHIBIT A Properties EXHIBITS A-1 through A-38 Legal Descriptions of Properties EXHIBIT B CLP Leased Properties EXHIBIT C CLP Managed Properties EXHIBIT D Allocated Purchase Price EXHIBIT E-1 Form of Seller Bringdown Certificate EXHIBIT E-2 Form of Buyer Bringdown Certificate EXHIBIT F-1 Form of Tenant Lease Estoppel EXHIBIT F-2 Form of Manager Estoppel EXHIBIT G Form of Xxxx of Sale EXHIBIT H Form of Assignment of Contracts EXHIBIT I Form of Assignment of Lease EXHIBIT J Form of Assignment of Management Agreement EXHIBIT K Form of Non-Foreign Status Affidavit EXHIBIT L Affiliate Leases SCHEDULE 2.1(a) Ancillary Agreements SCHEDULE 2.1(b) List of Lenders, Loans and Loan Documents SCHEDULE 5.2(n) List of Environmental Reports SCHEDULE 5.2(p) Survey Affidavit Properties SCHEDULE 5.4(a)(i) List of Properties With Respect to Which Seller Shall Pay for Title Insurance SCHEDULE 5.4(a)(ii) List of Properties With Respect to Which Seller Shall Pay for Transfer Taxes SCHEDULE 5.4(b)(ii) List of Properties With Respect to Which Buyer Shall Pay for Transfer Taxes SCHEDULE 5.4(b)(iii) Buyer Discharged Debt SCHEDULE 5.4(b)(vii) List of Properties With Respect to Which Buyer Shall Pay for Title Insurance SCHEDULE 5.5(i) Entrance Fees Disclosure SCHEDULE 8.2 List of Non-Approved Contracts SCHEDULE 9.1(d) Litigation Disclosure SCHEDULE 9.1(e) Condemnation Proceedings Disclosure SCHEDULE 9.1(j) Compliance with Applicable Law Disclosures SCHEDULE 9.1(k) Taxes Disclosure SCHEDULE 9.1(l) Licenses and Permits Disclosure SCHEDULE 9.1(n) Purchase Rights Disclosure SCHEDULE 9.1(o) Contracts Disclosure SCHEDULE 9.1(s) Restriction on Access Disclosure SCHEDULE 9.1(u) Resident Agreements Disclosure SCHEDULE 9.1(v) Tenant Leases Disclosure SCHEDULE 9.1(w) Management Agreements Disclosure SCHEDULE 9.1(y) Third Party Payor Disclosure SCHEDULE 12.12 Tax Clearance Certificates
JOINDER BY ESCROW HOLDER. The Undersigned, as Escrow Agent hereunder, hereby acknowledges receipt of the Deposit and agrees to hold it in accordance with the terms hereof. __________________________________
JOINDER BY ESCROW HOLDER. Xxxxxx & Xxxxxxx, LLP, as Escrow Holder, named in the foregoing Agreement of Sale, hereby joins in such Agreement to evidence its agreement to hold the Deposit, and otherwise to perform its obligations as escrow agent, all as provided for in Section 23. The Escrow Holder shall execute this Agreement for the sole purpose of acknowledging that it shall hold the Deposit in accordance with the terms herein. Xxxxxx & Xxxxxxx, LLP By: Name: Title: Date of Execution: Formatted: Font: 8 pt 398068.5/39743 C:\NrPortbl\Main\JWD\398068_2.DOC 9 Exhibit A Map and Legal Descriptions Formatted: Font: 8 pt 398068.5/39743 C:\NrPortbl\Main\JWD\398068_2.DOC 9 Exhibit B Conceptual Site Plan Formatted: Font: 8 pt
JOINDER BY ESCROW HOLDER. Fidelity National Title Insurance Company joins this Agreement for the purposes of acknowledging receipt of this Agreement, agreeing to act as Escrow Holder under this Agreement, accepting the instructions contained herein, and to confirm that the Opening of Escrow occurred on the day of , 2021. Fidelity National Title Insurance Company Signature Print Name Title Escrow Number: 122497860 Exhibit A LEGAL DESCRIPTION Lot 303A as shown on Record of Survey filed September 1, 2021 in File 223, Page 91 of official records, Xxxxx County, Nevada. [The parties agree to amend and update the above legal description to conform to the legal description provided by Escrow Holder in the Title Policy]. 122497860 Exhibit B WHEN RECORDED, MAIL TO: The City of Mesquite, Nevada Attn: City Manager Xxxx Xxxxxxxx Xxxxxxxxx Xxxxxxxx, Xxxxxx 00000 MAIL TAX STATEMENTS TO: Crown Cork and Seal USA, Inc. Attn: _ APN: DEED OF TRUST With Assignment of Rents THIS DEED OF TRUST, made this day of , 2021, by and between CROWN Cork & Seal USA, Inc., a Delaware corporation, herein called the TRUSTOR, whose address is 000 Xxxxxxxx Xxxx Xxxx, Xxxxxxx, Xxxxxxxxxxxx 00000, Fidelity National Title Insurance Company, a duly authorized title company licensed to practice within the State of Nevada, with an address of , as TRUSTEE, and the City of Mesquite, a Nevada Municipal Corporation of 00 Xxxx Xxxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxxx 00000, as BENEFICIARY.
