SECOND AMENDMENT TO PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS
EXHIBIT 10.10
SECOND AMENDMENT TO PURCHASE AND
SALE AND JOINT ESCROW INSTRUCTIONS
THIS SECOND AMENDMENT TO PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS (this “Amendment”) is entered into as of December 14, 2020 (the “Effective Date”), by and between 13034 EXCELSIOR, LLC, a California limited liability company (“Original Seller”), and EXIT 13034 EXCELSIOR, LLC, a California limited liability company (collectively, “Seller”) and 13034 EXCELSIOR OWNER, LP, a Delaware limited partnership (“Purchaser”).
1. Acceptance of Landlord Work. Section 11 of the Agreement is hereby amended to add the following new Seller representation and warranty:
“11.2.1 Acceptance of Landlord Work. All of the Landlord Work (including punchlist) has been completed in accordance with all laws and the requirements of the Cargill Lease and has been fully paid for. The tenant under the Cargill Lease has walked the Premises and inspected and accepted the Landlord Work (including punchlist) in accordance with Section 2.2 of the Cargill Lease. At such time as Seller delivers to Purchaser an Acceptance Agreement from the tenant under the Cargill Lease confirming Seller’s representation and warranty set forth herein, this representation and warranty in this Section 11.2.1 shall be of no further force and effect.”
First Amendment to Purchase and Sale and Joint Escrow Instructions
13034 Excelsior
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2. Capitalized Terms. All of the capitalized terms used in this Amendment, unless otherwise defined herein, shall have the same meaning as assigned to such terms in the Agreement and in the Cargill Lease.
3. Ratification. Except as modified and amended as set forth in this Amendment, the Agreement is hereby ratified and confirmed by Seller and Purchaser and shall remain in full force and effect and enforceable in accordance with its terms.
4. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, and all such counterparts shall constitute one agreement. To facilitate execution of this Amendment, the parties may execute and exchange by email counterparts of the signature pages, which email counterparts shall be binding as if they were originals. No originals shall be required.
[Signature Pages Follow]
First Amendment to Purchase and Sale and Joint Escrow Instructions
13034 Excelsior
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IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the Effective Date.
SELLER: | ||
13034 EXCELSIOR, LLC, a California limited liability company | ||
By: | /s/ Xxxxxx X. Xxxx | |
Name: Xxxxxx X. Xxxx | ||
Title: Authorized Signatory | ||
EXIT 13034 EXCELSIOR, LLC, a California limited liability company | ||
By: | /s/ Xxxxxx X. Xxxx | |
Name: Xxxxxx X. Xxxx | ||
Title: Authorized Signatory |
Signatures continued on the following page.
First Amendment to Purchase and Sale and Joint Escrow Instructions
13034 Excelsior
Signature Page
Signatures continued from the previous page.
PURCHASER: | ||||
13034 EXCELSIOR OWNER, LP, a Delaware limited partnership | ||||
By: | 13034 Excelsior Owner GP, LLC | |||
a Delaware limited liability company | ||||
Its: General Partner | ||||
By: | /s/ Xxxxx X. Xxxx | |||
Name: Xxxxx X. Xxxx | ||||
Title: Vice President |
First Amendment to Purchase and Sale and Joint Escrow Instructions
13034 Excelsior
Signature Page