EXHIBIT 10.61
FIRST AMENDMENT TO AGREEMENT FOR
PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS
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This First Amendment to Agreement of Purchase and Sale and Joint
Escrow Instructions (this "First Amendment") is made as of August 22, 1997 by
and between Xxxxxx Realty, L.P., a Delaware limited partnership ("Buyer") and
Mission Square Partners, a California general partnership ("Seller") with
respect to the following:
R E C I T A L S :
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A. Seller and Buyer entered into that certain Agreement of Purchase
and Sale and Joint Escrow Instructions (the "Agreement") providing for the sale
of 0000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxx;
B. The Agreement provides that if Buyer acquires the Property, it
will, if permitted, assume that certain loan (the "Debt") from Metropolitan Life
Insurance Company ("Met").
C. Buyer and Seller anticipate that additional time will be required
to complete Buyer's review of the Property including obtaining Met's consent to
Buyer's assumption of the Debt;
D. Seller and Buyer desire to amend the Agreement to provide for such
extension.
NOW THEREFORE, in consideration of the mutual covenants and agreements
herein contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Seller and Buyer hereby agree as
follows:
A G R E E M E N T :
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1. Notwithstanding anything in the Agreement to the contrary, the
Contingency Date provided for in the Agreement is hereby extended to September
5, 1997. However, if Buyer has not received documents, acceptable to Buyer in
its sole discretion, providing for Met's consent to Buyer's assumption of the
Debt (the "Met Consent") by September 5, 1997, then the Contingency Date only
with respect to Buyer's assumption of the Debt shall automatically be extended
to September 25, 1997. Accordingly, if Buyer has not obtained the Met Consent on
or before September 25, 1997, then Buyer shall have the right to terminate this
Agreement by providing Seller with a Termination Notice no later than 5:00 p.m.
Pacific Time on September 25, 1997.
2. Notwithstanding anything in the Agreement to the contrary, the Closing
Date shall be deemed to be the earlier of (a) September 30, 1997 or (b) three
(3) Business Days after Buyer receives the Met Consent.
3. Except as set forth in this First Amendment, the provisions of the
Agreement remain unmodified and in full force and effect. If any provision of
this First Amendment conflicts with any provision of the Agreement, the
provisions of this First Amendment shall prevail.
4. Any capitalized terms which are not defined in this First Amendment
shall have the meaning provided for in the Agreement.
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5. This First amendment may be signed in counterparts, including facsimile
counterparts, which, when signed by both Buyer and Seller, shall constitute a
binding agreement.
IN WITNESS WHEREOF, the parties have executed this first amendment as
of the date first written above.
"Buyer" XXXXXX REALTY, L.P.,
a Delaware limited partnership
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: E.V.P. and C.O.O.
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"Seller" MISSION SQUARE PARTNERS,
a California general partnership
By: The Xxxxx X. Xxxxxx Title Holding Company,
Inc., (formerly known as the Xxxxx X. Xxxxxx
Company),
its general partner
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Title: C.E.O.
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By: BB&K Mission Square Partners, a California
general partnership,
its general partner
By:
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Name:
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Title:
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Acknowledgment by Escrow Holder:
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First American Title Insurance Company hereby acknowledges the terms
of this First Amendment.
Dated: 8/26, 1997 FIRST AMERICAN TITLE INSURANCE COMPANY
By: /s/ X.X. Xxxxx, A.V.P.
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Its Authorized Agent
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