FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT
Exhibit 10.7
FIFTH AMENDMENT TO
This Fifth Amendment to the Purchase and Sale Agreement (the “Fifth Amendment”) is made and entered into effective the 2nd day of October, 2014, by and between FUND XIII AND FUND XIV ASSOCIATES, a Georgia joint venture partnership (“Seller”) and XXXXX REALTY CAPITAL, LLC, a Florida limited liability company (“Purchaser”).
W I T N E S S E T H:
WHEREAS, the Seller and Purchaser have entered into that certain Purchase and Sale Agreement dated July 11, 2014, as amended by a First Amendment to Purchase and Sale Agreement dated as of July 23, 2014, as further amended by a Second Amendment to Purchase and Sale Agreement dated as of August 20, 2014, as further amended by a Third Amendment to Purchase and Sale Agreement dated as of September 5, 2014, and as further amended by a Fourth Amendment to Purchase and Sale Agreement dated as of September 26, 2014, as it may now or hereafter be properly amended (the “Agreement”); and
WHEREAS, the parties hereto desire to further amend the Agreement as hereinafter set forth.
NOW, THEREFORE, for and in consideration of the foregoing premises, the mutual covenants and agreements set forth herein, and other good and valuable consideration, all of which each party respectively agrees constitutes sufficient consideration received at or before the execution hereof, the parties hereto do hereby agree as follows:
1.Ratification of the Purchase Agreement. Except as specifically amended hereby, the Agreement shall continue in full force and effect according to its terms. The parties hereto, by their execution hereof, do hereby ratify, affirm and agree to continue to be bound by the Agreement, as amended, nothing herein being deemed a waiver of strict compliance with the terms thereof.
2.Definitions. Article I of the Agreement is hereby amended by deleting the definition of, "Closing Date" in its entirety and replacing it with the following new definition:
"Closing Date" shall mean on or before October 17, 2014 as further described in Section 2.6 hereof.
3.Financing Contingency. Section 6.1 paragraph (d) of the Agreement is hereby amended by deleting the definition of, "Financing Contingency Date" in its entirety and replacing it with the following new definition:
"Financing Contingency Date" shall mean on or before October 10, 2014 as further described in Section 6.1 hereof.
4.Counterpart Execution. This Fifth Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one instrument. Further, a facsimile signature of either party on any counterpart may be relied upon as an original signature.
[Signatures appear on the following page]
IN WITNESS WHEREOF, the parties hereto have duly signed, sealed and delivered this Amendment effective on the day and year first above written.
SELLER:
FUND XIII and FUND XIV ASSOCIATES,
a Georgia joint venture partnership
By: | Xxxxx Real Estate Fund XIII, L.P., a Georgia limited partnership, Venturer |
By: | Xxxxx Capital, Inc., a Georgia corporation, its general partner |
By: /s/ X. Xxxxxx Xxxxxx
Name: X. Xxxxxx Xxxxxx
Title: Assistant Vice President
(CORPORATE SEAL)
By: Xxxxx Real Estate Fund XIV, L.P.,
a Georgia limited partnership, Venturer
By: | Xxxxx Capital, Inc., a Georgia corporation, its general partner |
By: /s/ X. Xxxxxx Xxxxxx
Name: X. Xxxxxx Xxxxxx
Title: Assistant Vice President
(CORPORATE SEAL)
PURCHASER:
XXXXX REALTY CAPITAL, LLC, a Florida limited liability company
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Authorized Representative
