FIFTH AMENDMENT TO PURCHASE AND SALE CONTRACT
Exhibit 10.81
FIFTH AMENDMENT TO PURCHASE AND SALE CONTRACT
This Fifth Amendment to Purchase and Sale Contract (this “ Amendment”) is made as of July 23, 2009, between CCIP KNOLLS, L.L.C., a Delaware limited liability company, with an address at 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000 (“ Seller”) and XXXXXXXX XXXXX & COMPANY, a California corporation, with an address at 00 Xxxxxx Xxxxxx, Xxxxx 000X, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 (“ 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 May 12, 2009 as amended by (i) that certain First Amendment to Purchase and Sale Contract dated as of June 4, 2009 (ii) that certain Reinstatement of and Second Amendment to Purchase and Sale Contract dated as of July 1, 2009, (iii) that certain Third Amendment to Purchase and Sale Contract dated as of July 10, 2009 and (iv) that certain Fourth Amendment to Purchaser and Sale Contract dated as of July 20, 2009 (collectively, the “ Agreement”) with respect to the sale of certain property known as The Knolls located in El Paso County, Colorado, 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:
3. Feasibility Period. Purchaser's right to terminate the Agreement pursuant to Section 3.2 thereof is hereby permanently waived, and Purchaser shall have no further right to terminate the Agreement pursuant to the terms of said Section 3.2.
5. Financing Contingency. The following is added as
Section 4.8.
4.8. Purchaser Financing Contingency.
(a) If Purchaser is unable to secure financing for the purchase of the Property on or before September 8, 2009 and such failure is not caused by Purchaser, then Purchaser shall have the right to terminate this Contract by delivering written notice to Seller on or before the Closing Date. In the event of such a termination, the Nonrefundable Deposit shall be delivered to Seller, the remainder of the Deposit shall be returned to Purchaser and thereafter, this Contract shall be of no further force and effect subject to and except for the Survival Provisions.
(b) If Purchaser does not terminate this Contract on or before September 8, 2009, then the entire Deposit shall be non-refundable, and, unless this Contract is terminated for a Seller default, Purchaser shall have no right to receive a refund of any portion of the Deposit, even in the event of a permitted termination of this Contract for any reason.
(a) The first sentence of Section 5.1.1 is hereby deleted and replaced as follows:
“The Closing shall occur on September 21, 2009 (the " Closing Date") through an escrow with Escrow Agent, whereby Seller, Purchaser and their attorneys need not be physically present at the Closing and may deliver documents by overnight air courier or other means.”
(b) Section 5.1.2 is hereby deleted in its entirety.
Seller:
CCIP KNOLLS, L.L.C.,
a Delaware limited liability company
By: CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES,
LP SERIES B,
a Delaware limited partnership, its member
By: CONCAP EQUITIES, INC.,
a Delaware corporation, its general partner
By: /s/Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
Purchaser:
XXXXXXXX XXXXX & COMPANY,
a California corporation
By: /s/Xxxx Xxxxxxxxxx
Name: Xxxx Xxxxxxxxxx
Title: CIO
