0001299933-08-000046 Sample Contracts

ENVIRONMENTAL INDEMNITY AGREEMENT
Environmental Indemnity Agreement • January 3rd, 2008 • Grubb & Ellis Healthcare REIT, Inc. • Real estate investment trusts

THIS ENVIRONMENTAL INDEMNITY AGREEMENT dated as of December 20, 2007 (the “Agreement”), is executed by G&E Healthcare REIT Chesterfield Rehab Hospital, LLC, a Delaware limited liability company (the “Borrower”), Grubb & Ellis Healthcare REIT, Inc., a Maryland corporation (“G&E”), and Duke Realty Limited Partnership, an Indiana limited partnership (“Duke”) (said entities are hereinafter referred to jointly as “Guarantors”; the Borrower and the Guarantors each being referred to herein as an “Indemnitor” and collectively as the “Indemnitors”) to and for the benefit of NATIONAL CITY BANK, a national banking association, together with its successors and assigns (the “Lender”).

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GRUBB & ELLIS HEALTHCARE REIT, INC. LIMITED GUARANTY OF PAYMENT
Grubb & Ellis Healthcare REIT, Inc. • January 3rd, 2008 • Real estate investment trusts • Missouri

THIS LIMITED GUARANTY OF PAYMENT dated as of December 20, 2007 (this “Guaranty”), is executed by GRUBB & ELLIS HEALTHCARE REIT, INC., a Maryland corporation (“Guarantor”), to and for the benefit of NATIONAL CITY BANK, a national banking association (the “Lender”).

Title of Document: Deed of Trust, Security Agreement, Assignment of Leases and Rents, and Fixture Filing Date of Document: December 20, 2007 Grantor: G&E Healthcare REIT Chesterfield Rehab Hospital, LLC, a Delaware limited liability company Grantor’s...
Grubb & Ellis Healthcare REIT, Inc. • January 3rd, 2008 • Real estate investment trusts • Missouri

This cover page is attached solely for the purpose of complying with the requirements stated in §§ 59.310.2; 59.313.2 RSMo 2001 of the Missouri Recording Act. The information provided on this cover page shall not be construed as either modifying or supplementing the substantive provisions of the attached instrument. In the event of a conflict between the provisions of the attached instrument and the provisions of this cover page, the attached instrument shall prevail and control.

CONTRIBUTION AGREEMENT
Contribution Agreement • January 3rd, 2008 • Grubb & Ellis Healthcare REIT, Inc. • Real estate investment trusts

THIS CONTRIBUTION AGREEMENT made as of this 19th day of December, 2007 (“Agreement Date”), by and among BD ST. LOUIS DEVELOPMENT, LLC, an Indiana limited liability company (“Duke”), GRUBB & ELLIS HEALTHCARE REIT HOLDINGS, L.P., a Delaware limited partnership (“Holdings”), and G&E HEALTHCARE REIT/DUKE CHESTERFIELD REHAB, LLC, a Delaware limited liability company (the “Company”).

MANAGEMENT AGREEMENT
Management Agreement • January 3rd, 2008 • Grubb & Ellis Healthcare REIT, Inc. • Real estate investment trusts • Missouri

This MANAGEMENT AGREEMENT (the “Agreement”) is dated as of December 18, 2007 between G&E Healthcare REIT/Duke Chesterfield Rehab, LLC, a Delaware limited liability company (“Company”), and Triple Net Properties Realty, Inc., a California corporation (“Property Manager”).

DUKE REALTY LIMITED PARTNERSHIP LIMITED GUARANTY OF PAYMENT
Grubb & Ellis Healthcare REIT, Inc. • January 3rd, 2008 • Real estate investment trusts • Missouri

THIS LIMITED GUARANTY OF PAYMENT dated as of December 20, 2007 (this “Guaranty”), is executed by DUKE REALTY LIMITED PARTNERSHIP, an Indiana limited partnership (“Guarantor”), to and for the benefit of NATIONAL CITY BANK, a national banking association (the “Lender”).

PROMISSORY NOTE
Promissory Note • January 3rd, 2008 • Grubb & Ellis Healthcare REIT, Inc. • Real estate investment trusts • Missouri
LIMITED LIABILITY COMPANY AGREEMENT OF
Limited Liability Company Agreement • January 3rd, 2008 • Grubb & Ellis Healthcare REIT, Inc. • Real estate investment trusts • Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT OF G&E HEALTHCARE REIT/DUKE CHESTERFIELD REHAB, LLC (this “Agreement”) is entered into as of December 19, 2007, between BD ST. LOUIS DEVELOPMENT, LLC, an Indiana limited liability company, as a Member (“Duke”), and GRUBB & ELLIS HEALTHCARE REIT HOLDINGS, L.P., a Delaware limited partnership, as a Member (“Holdings”).

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