SECOND AMENDMENT TO REAL ESTATE PURCHASE AND SALE CONTRACT
Exhibit 10.48
SECOND AMENDMENT TO REAL ESTATE PURCHASE AND SALE CONTRACT
This Second Amendment to Real Estate Purchase and Sale Contract (“Amendment”) is made and entered into as of February 24, 2016, by and between Air Realty Group LLC, a Connecticut limited liability company (“Seller”) and Blue Desk LLC, a Michigan limited liability company (“Buyer”).
Recitals
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A.
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Buyer and Seller entered into a Real Estate Purchase and Sale Contract dated December 7, 2015, as amended by a First Amendment dated January 26, 2016 (the “Agreement”) for the sale and purchase of certain Real Property located at 000 Xxxxxxxx Xxxxxx, Xxxxx Xxxxxxx, Xxxxxxxxxxx 00000.
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B.
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Seller and Buyer now desire to amend the Agreement in accordance with the terms and conditions set forth herein.
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NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth, and in furtherance of the parties understanding, it is agreed as follows:
1. Closing. The last sentence of Section (1)(a) of the Agreement is hereby amended and restated to read in its entirety as follows:
The Closing Date shall occur no later than March 31, 2016.
2. Closing Date. Section 4 of the Agreement is hereby amended and restated to read in its entirety as follows:
4. Closing Date. The Closing Date shall occur no later than March 31, 2016.
3. Inspection Period. Section (1)(i) of the Agreement is hereby amended and restated to read in its entirety as follows:
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(i)
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“Inspection Period” shall mean that period of time starting on the Effective Date of this Agreement and terminating at 6:00 PM eastern time on March 21, 2016.
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4. Inspections. Section 8 of the Agreement is hereby amended and restated to read in its entirety as follows:
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8.
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Inspections. Until the Closing Date, Buyer is authorized to complete various inspections of the Premises at Buyer’s expense, including but not limited to, a satisfactory environmental report, zoning analysis, building analysis, and soil tests, as well as a complete review of all contracts, licenses, permits, warranties, surveys, the title commitment and other matters deemed necessary by Buyer. Buyer may terminate the Purchase Agreement at any time on or before 6:00 PM eastern time on March 21, 2016 for any reason, or no reason, in which event the entire Initial Deposit shall be immediately returned to Buyer if the Purchase Agreement has not previously been terminated. Buyer through its agents, employees and independent contractors shall have the right from time to time until the Closing Date, upon 24 hours prior notice to Seller, to enter the Premises for the purpose of inspecting the same and performing environmental and other tests thereon. Buyer shall indemnify and hold harmless Seller and its respective contractors, agents, employees and affiliates from and against any claims, losses, damages and costs arising out of any inspection of and testing at any of the Premises by Buyer, its agents and representatives. Buyer shall not, and shall not permit its agents or representatives or vendors to unreasonably disrupt or hinder Seller’s activities at the Premises, or to enter the Premises without commercially reasonable liability insurance in place.
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5. Purchase Agreement in Full Force and Effect. Except as specifically amended herein, all the terms and provisions of the Agreement are hereby ratified and affirmed to be in full force and effect as of the date hereof. To the extent of any conflict between the Agreement, and this Amendment, the terms and provisions of this Amendment shall govern and control. Capitalized terms not separately defined herein have the meaning otherwise ascribed to them in the Agreement.
6. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
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SIGNATURE PAGE FOR SECOND AMENDMENT
AIR REALTY GROUP LLC AND
BLUE DESK LLC
IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed effective as of the day and year first written above.
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SELLER:
AIR REALTY GROUP LLC,
a Connecticut limited liability company
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Its: CAO
BUYER:
BLUE DESK LLC,
a Michigan limited liability company
By: /s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: Authorized Representative
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