0001468010-13-000005 Sample Contracts

PROPERTY MANAGEMENT AGREEMENT
Property Management Agreement • January 7th, 2013 • Steadfast Income REIT, Inc. • Real estate investment trusts

THIS PROPERTY MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of December 31, 2012 (the “Effective Date”), by and between HILLIARD GRAND APARTMENTS, LLC, an Ohio limited liability company (“Owner”), and STEADFAST MANAGEMENT COMPANY, INC., a California corporation (“Manager”).

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PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS by and between GARY L. SCHOTTENSTEIN, an individual, and BRETT KAUFMAN, an individual (together, “Seller”) as Owners of 100% of the Membership Interests in HILLIARD GRAND APARTMENTS, LLC, an...
Purchase and Sale Agreement • January 7th, 2013 • Steadfast Income REIT, Inc. • Real estate investment trusts • Ohio

Exhibit “A” Real Property Description Exhibit “B” Parkland and Road Extension Description Exhibit “C” Personal Property Description Exhibit “D” TIF Declaration Exhibit “E” Due Diligence Documents Exhibit “F” Form of Assignment Exhibit “G” Form of Non-Foreign Certificate Exhibit “H” Form of Tenant Notice

MODIFICATION OF MORTGAGE NOTE made by HILLIARD GRAND APARTMENTS, LLC payable to RED MORTGAGE CAPITAL, LLC dated as of July 27, 2010
Modification of Mortgage Note • January 7th, 2013 • Steadfast Income REIT, Inc. • Real estate investment trusts

THIS MODIFICATION OF MORTGAGE NOTE (the "Modification of Note") dated as of December 31, 2012 (the "Effective Date"), is made by and between HILLIARD GRAND APARTMENTS, LLC, an Ohio limited liability company, having its place of business at 2 Easton Oval, Suite 510, Columbus, Ohio 43219 (the "Maker"), and RED MORTGAGE CAPITAL, LLC, a Delaware limited liability company, having its place of business at Two Miranova Place, 12th Floor, Columbus, Ohio 43215 (the "Holder").

MEMBERSHIP INTERESTS ASSIGNMENT AND ASSUMPTION
Membership Interests Assignment and Assumption • January 7th, 2013 • Steadfast Income REIT, Inc. • Real estate investment trusts • Ohio

THIS MEMBERSHIP INTERESTS ASSIGNMENT AND ASSUMPTION (this "Assignment") is made and entered into effective for all purposes and in all respects as of the 31st day of December, 2012, by and between GARY L. SCHOTTENSTEIN, an individual, and BRETT KAUFMAN, an individual (collectively, "Assignor") and SIR HILLIARD GRAND, LLC, a Delaware limited liability company ("Assignee").

LOAN MODIFICATION AGREEMENT BY AND AMONG HILLIARD GRAND APARTMENTS, LLC, RED MORTGAGE CAPITAL, LLC, AND
Loan Modification Agreement • January 7th, 2013 • Steadfast Income REIT, Inc. • Real estate investment trusts

THIS LOAN MODIFICATION AGREEMENT (this "Agreement") is made as of December 28, 2012, by and among HILLIARD GRAND APARTMENTS, LLC, an Ohio limited liability company (hereinafter called "Mortgagor"), RED MORTGAGE CAPITAL, LLC, a Delaware limited liability company (hereinafter called "Mortgagee"), and the SECRETARY OF HOUSING AND URBAN DEVELOPMENT, acting by and through the Federal Housing Commissioner (hereinafter called "Secretary"), who is entering into this Agreement to effect the modification of the Regulatory Agreement (hereinafter defined).

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS
Purchase and Sale Agreement • January 7th, 2013 • Steadfast Income REIT, Inc. • Real estate investment trusts

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (“Amendment”) is dated as of November 13, 2012, and entered into by and between GARY L. SCHOTTENSTEIN, an individual, and BRETT KAUFMAN, an individual (together, “Seller”), and Steadfast Asset Holdings, Inc., a California corporation (“Buyer”).

ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT
Assignment and Assumption of Purchase Agreement • January 7th, 2013 • Steadfast Income REIT, Inc. • Real estate investment trusts

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, STEADFAST ASSET HOLDINGS, INC., a California corporation (“Assignor”), hereby assigns to SIR HILLIARD GRAND, LLC, a Delaware limited liability company (“Assignee”), all of Assignor’s rights and obligations under and in regard to that certain Purchase and Sale Agreement and Joint Escrow Instructions dated November 2, 2012, (as may have been amended or may hereafter be amended, the “Purchase Agreement”), between Gary L. Schottenstein, an individual and Brett Kaufman, an individual (collectively, the “Seller”) and Assignor for the purchase and sale of that membership interest relating to that certain real property located in Dublin, Ohio, as more particularly described in Exhibit A attached hereto (the “Property”).

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