FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
Exhibit 10.1
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
This FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”), is made as effective of July 29, 2014, by and between XXXXXXX XXXXXXX JUNCTION HOLDINGS, L.C., a Utah limited liability company (“Xxxxxxx”) and ARBOR XXXXXXX JUNCTION HOLDINGS, L.C., a Utah limited liability company (“Arbor”; and together with Xxxxxxx, individually and collectively, as the context may require, “Arbor Xxxxxxx”), and X.XXX Land, LLC, a Utah limited liability company, its successors and assigns (“Overstock”).
RECITALS:
A. Arbor Xxxxxxx and Overstock previously entered into that certain Purchase and Sale Agreement, May 5, 2014 (the “Purchase Agreement”) pursuant to which Arbor Xxxxxxx agreed to sell, and Overstock agreed to purchase, the Property (as defined in the Purchase Agreement) on the terms set forth in the Purchase Agreement. All capitalized terms used but not otherwise defined herein shall have their meanings set forth in the Purchase Agreement.
B. Overstock and Arbor Xxxxxxx desire to amend the Purchase Agreement to extend the Due Diligence Period.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties do hereby agree as follows:
1. Extension of Feasibility Period. The Due Diligence Period is hereby extended to September 5, 2014.
2. Entire Document. This Amendment contains the entire understanding of the parties and supersedes all prior oral or written understandings relating to the subject matter set forth herein.
3. Counterpart Signatures. This Amendment may be executed in counterparts each of which shall be deemed an original. An executed counterpart of this Amendment transmitted by facsimile shall be equally as effective as a manually executed counterpart.
4. Successors and Assigns. This Amendment shall inure for the benefit of and shall be binding on each of the parties and their respective successors and/or assigns.
5. Ratification. In all respects, other than as specifically set forth in this Amendment, the Purchase Agreement shall remain unaffected by this Amendment and shall continue in full force and effect, subject to the terms and conditions thereof, and in the event of any conflict, inconsistency, or incongruity between the provisions of this Amendment and any provisions of the Purchase Agreement, the provisions of this Amendment shall in all respects govern and control.
6. Authority. Each individual executing this Amendment does thereby represent and warrant to each other person so signing (and to each other entity for which such other person may be signing) that he or she has been duly authorized to deliver this Amendment in the capacity and for the entity set forth where she or he signs.
[SIGNATURE PAGE IMMEDIATELY FOLLOWS]
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IN WITNESS WHEREOF, each of the parties has executed this Agreement.
ARBOR XXXXXXX:
XXXXXXX XXXXXXX JUNCTION HOLDINGS, L.C., a Utah limited liability company, by its Manager
By: | XX Xxxxxxx Company, L.C., a Utah limited liability company |
By: | /s/ XXXXXXXXX XXXXXXX |
Print Name: | Xxxxxxxxx Xxxxxxx |
Its: | Manager |
ARBOR XXXXXXX JUNCTION HOLDINGS, L.C., a Utah limited liability company, by its Manager
By: | Arbor Xxxxxxx Commercial Real Estate L.L.C., a Utah limited liability company |
By: | /s/ XXXX XXXX |
Print Name: | Xxxx Xxxx |
Its: | Member / Manager |
OVERSTOCK:
X.XXX Land, LLC, a Utah limited liability company
By: | /s/ XXXXXX XXX |
Print Name: | Xxxxxx Xxx |
Its: | Manager |
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