0001193125-07-086481 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • April 20th, 2007 • Wells Real Estate Investment Trust Inc • Operators of nonresidential buildings • Georgia

EMPLOYMENT AGREEMENT (as amended from time to time, the “Agreement”) dated as of April 16, 2007, by and between Wells Real Estate Investment Trust, Inc., with its principal place of business at 6200 The Corners Parkway, Norcross, Georgia 30092 (the “Company”) and Robert E. Bowers, residing at the address set forth on the signature page hereof (the “Executive”).

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Master Property Management, Leasing and Construction Management Agreement
Master Property Management, Leasing and Construction Management Agreement • April 20th, 2007 • Wells Real Estate Investment Trust Inc • Operators of nonresidential buildings • Georgia

This Master Property Management, Leasing and Construction Management Agreement (“Agreement”) is made and entered into as of the 16th day of April, 2007, by and among Wells Real Estate Investment Trust, Inc., a Maryland corporation (“Wells REIT”), Wells Operating Partnership, L.P., a Delaware limited partnership (“Wells OP”), and Wells Management Company, Inc., a Georgia corporation (“Manager”).

ESCROW AGREEMENT
Escrow Agreement • April 20th, 2007 • Wells Real Estate Investment Trust Inc • Operators of nonresidential buildings • Georgia

THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of this 16th day of April, 2007, by and among Wells Real Estate Investment Trust, Inc., a Maryland corporation (“REIT”), Wells Advisory Services I, LLC, a Georgia limited liability company (“WAS I”), and SunTrust Bank, a Georgia banking corporation as escrow agent (“Escrow Agent”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 20th, 2007 • Wells Real Estate Investment Trust Inc • Operators of nonresidential buildings • Georgia

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 16, 2007, is made by and among Wells Real Estate Investment Trust, Inc., a Maryland corporation (“REIT”), Wells Advisory Services I, LLC, a Georgia limited liability company (“WAS I”), and Wells Capital, Inc., a Georgia corporation (“Wells Capital”).

PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • April 20th, 2007 • Wells Real Estate Investment Trust Inc • Operators of nonresidential buildings • Georgia

THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is entered into as of April 16, 2007 by and between Wells Advisory Services I, LLC, a Georgia limited liability company (“Pledgor”), Wells Real Estate Investment Trust, Inc., a Maryland corporation (“REIT”), WRT Acquisition Company, LLC, a Georgia limited liability company (“REIT Sub”), WGS Acquisition Company, LLC, a Georgia limited liability company (“REIT GS Sub” and, collectively with REIT, REIT Sub and the respective successors and assigns of REIT, REIT Sub and REIT GS Sub, “Secured Party”).

TRANSITION SERVICES AGREEMENT
Transition Services Agreement • April 20th, 2007 • Wells Real Estate Investment Trust Inc • Operators of nonresidential buildings

THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is made and entered into as of the 16th of April, 2007, by and between Wells Real Estate Advisory Services, Inc., a Georgia corporation (the “Company”), and Wells Real Estate Funds, Inc., a Georgia corporation (“Service Provider”).

AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF WELLS OPERATING PARTNERSHIP, L.P. AS AMENDED AND RESTATED AS OF JANUARY 1, 2000
Amendment to Agreement of Limited Partnership • April 20th, 2007 • Wells Real Estate Investment Trust Inc • Operators of nonresidential buildings

This Amendment (“Amendment”) to that certain Agreement of Limited Partnership of Wells Operating Partnership, L.P., as Amended and Restated as of January 1, 2000 (the “Agreement”), is made and entered into effective as of the 16th day of April, 2007 (the “Effective Date”), and is entered into by and among Wells Real Estate Investment Trust, Inc., a Maryland corporation (the “General Partner”), Wells Capital, Inc., a Georgia corporation (the “Original Limited Partner”), and Wells REIT Sub, Inc., a Georgia corporation and a direct, wholly-owned subsidiary of the General Partner (“LPSub”).

SUBLEASE
Sublease • April 20th, 2007 • Wells Real Estate Investment Trust Inc • Operators of nonresidential buildings • Georgia

This Sublease (this “Sublease”) is made and entered into as of April 16, 2007, between WELLS REAL ESTATE FUNDS, INC., a Georgia corporation (“Sublandlord”), whose address is 6200 The Corners Parkway, Norcross, Georgia 30092-3365, and WRT ACQUISITION COMPANY, LLC, a Georgia limited liability company (“Subtenant”), whose address is 6200 The Corners Parkway, Norcross, Georgia 30092-3365, with reference to the following facts and circumstances:

SUPPORT SERVICES AGREEMENT
Support Services Agreement • April 20th, 2007 • Wells Real Estate Investment Trust Inc • Operators of nonresidential buildings

THIS SUPPORT SERVICES AGREEMENT (this “Agreement”) is made and entered into as of the 16th of April, 2007, by and between Wells Real Estate Advisory Services, Inc., a Georgia corporation (the “Company”), and Wells Real Estate Funds, Inc., a Georgia corporation (“Service Provider”).

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