SEVENTH AMENDMENT TO PURCHASE AND SALE AGREEMENT
Exhibit 2.8
SEVENTH AMENDMENT TO PURCHASE AND SALE AGREEMENT
THIS SEVENTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made as of the 6th day of March, 2017, by and between JANAF SHOPPING CENTER, LLC, a Delaware limited liability company (“JSC”), JANAF SHOPS, LLC, a Virginia limited liability company (“Shops”), JANAF HQ, LLC, a Virginia limited liability company (“JHQ”) and JANAF CROSSINGS, LLC, a Virginia limited liability company (“Crossings”) (collectively and each individually, “Seller”), and WHLR-JANAF, LLC, a Delaware limited liability company, or assigns (the “Purchaser”).
RECITALS
R-1. Seller and Purchaser are parties to a certain Purchase and Sale Agreement (as amended, the “Purchase Agreement”) dated as of November 3, 2016, relating to certain Property located in the City of Norfolk, Virginia, more particularly described in the Purchase Agreement.
R-2. This Purchase Agreement has been amended by a certain First Amendment to Purchase and Sale Agreement dated December 2, 2016 (the “First Amendment”), a certain Second Amendment to Purchase and Sale Agreement dated January 6, 2017 (the “Second Amendment”), a certain Third Amendment to Purchase and Sale Agreement dated January 9, 2017 (the “Third Amendment”), a certain Fourth Amendment to Purchase and Sale Agreement dated January 11, 2017 (the “Fourth Amendment”), a certain Fifth Amendment to Purchase and Sale Agreement dated January 13th, 2017 (the “Fifth Amendment”), and a certain Sixth Amendment to Purchase and Sale Agreement dated February 3, 2017.
R-3. Seller and Purchaser desire to further amend the Purchase Agreement.
AMENDMENT
NOW, THEREFORE, for and in consideration of the foregoing, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser agree as follows:
1.Amendment. The Purchase Agreement is hereby amended as follows:
(a) Review Period. The definition of “Review Period”, as initially stated on page 2 of the Purchase Agreement and as modified by the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, and the Sixth Amendment is hereby deleted in its entirety and restated as follows:
“Review Period” shall mean the period commencing on the Effective Date and ending at 5:00 p.m. (Norfolk, Virginia time) on May 5, 2017.
1
(b) Purchase Price. The Purchase Price is reduced to Eighty Six Million Six Hundred Seventy Five Thousand and No/100 Dollars ($86,675,000). Purchaser waives any claim that it may have as the result of any inaccuracy contained in the materials provided by Seller to Purchaser regarding the amount of rent payable by the U. S. Army under its Lease.
(c) Olive Gardens Lease. Seller agrees that it will either (i) at or before the Closing, provide an estoppel certificate from General Xxxxx Restaurants, Inc. (“Olive Garden”) either confirming that the right of first refusal contained in its lease does not apply to the purchase of the Property in accordance with the terms of the Agreement or that it waives such right or (ii) at Closing, execute and deliver to Purchaser an agreement from Seller and XxXxxxxx Inc. by which they agree to indemnify and hold Purchaser harmless from and against any loss or liability arising from any claim made by Olive Garden that its right of first refusal is applicable to the purchase of the Property by Purchaser pursuant to the Agreement, including any costs of defense incurred by Purchaser in defending any such claim.
2.Miscellaneous. Except as expressly amended in this Amendment, the Purchase Agreement shall remain in full force and effect. All capitalized terms not defined in this Amendment shall have the same definition and meaning as set forth in the Purchase Agreement. In the event of a conflict between the terms, conditions and provisions of the Purchase Agreement and those of this Amendment, the terms, conditions and provisions of this Amendment shall prevail.
3.Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed to be an original, and/or with counterpart signature pages, all of which shall be treated collectively as representing the single execution of this Amendment. This Amendment may also be executed through facsimile/electronic signatures, which shall have the same binding effect on the parties as original signatures.
[SIGNATURE PAGES FOLLOW]
2
IN WITNESS WHEREOF, the parties have executed this Sixth Amendment to Purchase and Sale Agreement.
PURCHASER:
WHLR-JANAF, LLC, a Delaware limited liability company
By: | Xxxxxxx REIT, L.P., a Virginia limited partnership, its Sole Member |
By: | Xxxxxxx Real Estate Investment Trust, Inc., a Maryland corporation, its General Partner |
By: /s/ Xxx X. Xxxxxxx
Xxx X. Xxxxxxx, Chief Executive Officer
SELLER:
JANAF SHOPPING CENTER, LLC,
a Delaware limited liability company
By: Janaf Shopping Center Mezz LLC,
a Michigan limited liability company, |
its Sole Member
By: | GPR XxXxxxxx Manager LLC, |
a Michigan limited liability company,
its Manager
By: | /s/ Xxxxxx X. Xxxxxx |
Xxxxxx X. Xxxxxx, Manager
3
JANAF SHOPS, LLC,
a Delaware limited liability company
By: Janaf Associates Mezz LLC,
a Michigan limited liability company,
its Sole Member
By: | GPR XxXxxxxx Manager LLC, |
a Michigan limited liability company,
its Manager
By: | /s/ Xxxxxx X. Xxxxxx |
Xxxxxx X. Xxxxxx, Manager
JANAF CROSSINGS, LLC,
a Virginia limited liability company
By: Janaf Crossings Manager LLC
a Virginia limited liability company,
its Manager
By: | /s/ Xxxxxx X. Xxxxxx |
Xxxxxx X. Xxxxxx, Manager
JANAF HQ, LLC,
a Virginia limited liability company
By: GPR XxXxxxxx Manager LLC,
a Michigan limited liability company,
its Manager
By: | /s/ Xxxxxx X. Xxxxxx |
Xxxxxx X. Xxxxxx, Manager
4
