Paladin Realty Income Properties Inc Sample Contracts

MULTIFAMILY MORTGAGE, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT (FLORIDA – REVISION DATE 03-31-2008)
And Security Agreement • October 7th, 2009 • Paladin Realty Income Properties Inc • Real estate investment trusts

THIS MULTIFAMILY MORTGAGE, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT (the “Instrument”) is made to be effective this 1st day of October, 2009, between EVERGREEN AT LOFTON PLACE, LLC, a limited liability company organized and existing under the laws of Delaware, whose address is c/o Evergreen Residential, 519 Harrison Avenue, Suite 512, Boston, Massachusetts 02118, as mortgagor (“Borrower”), and CWCAPITAL LLC, a limited liability company organized and existing under the laws of Massachusetts, whose address is One Charles River Place, 63 Kendrick Street, Needham, Massachusetts 02494, as mortgagee (“Lender”). Borrower’s organizational identification number, if applicable, is 4725548.

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MULTIFAMILY NOTE MULTISTATE – FIXED TO FLOAT (REVISION DATE 2-15-2008)
Multifamily Note • August 8th, 2008 • Paladin Realty Income Properties Inc • Real estate investment trusts

FOR VALUE RECEIVED, the undersigned (together with such party’s or parties’ successors and assigns, “Borrower”), jointly and severally (if more than one) promises to pay to the order of HOLLIDAY FENOGLIO FOWLER, L.P., a Texas limited partnership, the principal sum of Twenty-Eight Million Seven Hundred Thousand and 00/100 Dollars (US $28,700,000.00), with interest on the unpaid principal balance, as hereinafter provided.

MULTIFAMILY NOTE (CME) MULTISTATE – FIXED RATE DEFEASANCE
Paladin Realty Income Properties Inc • November 21st, 2011 • Real estate investment trusts

FOR VALUE RECEIVED, FP-1, LLC, a Virginia limited liability company (together with such party’s or parties’ successors and assigns, “Borrower”) jointly and severally (if more than one) promises to pay to the order of PRUDENTIAL AFFORDABLE MORTGAGE COMPANY, a Delaware corporation, the principal sum of $15,771,000.00, with interest on the unpaid principal balance, as hereinafter provided.

MULTIFAMILY NOTE MULTISTATE – FIXED TO FLOAT (REVISION DATE 03-30-2006)
Paladin Realty Income Properties Inc • May 13th, 2008 • Real estate investment trusts

FOR VALUE RECEIVED, the undersigned (together with such party’s or parties’ successors and assigns, “Borrower”), jointly and severally (if more than one) promises to pay to the order of NorthMarq Capital, Inc., a Minnesota corporation, the principal sum of Four Million Two Hundred Fifty Thousand and No/100 Dollars (US $4,250,000.00), with interest on the unpaid principal balance, as hereinafter provided.

MULTIFAMILY NOTE-CME MULTISTATE – FIXED RATE (REVISION DATE 8-14-2009)
Paladin Realty Income Properties Inc • October 7th, 2009 • Real estate investment trusts

FOR VALUE RECEIVED, the undersigned (together with such party’s or parties’ successors and assigns, “Borrower”) jointly and severally (if more than one) promises to pay to the order of CWCAPITAL LLC, a Massachusetts limited liability company, the principal sum of Twelve Million and 00/100 Dollars (US $12,000,000.00), with interest on the unpaid principal balance, as hereinafter provided.

PALADIN REALTY INCOME PROPERTIES, INC. Up to $850,000,000 in Shares of Common Stock, $0.01 par value per share DEALER MANAGER AGREEMENT February 6, 2008
Participating Dealer Agreement • July 18th, 2008 • Paladin Realty Income Properties Inc • Real estate investment trusts • California

Paladin Realty Income Properties, Inc., a Maryland corporation (the “Company”), has registered for public sale (the “Follow-On Offering”) a maximum of $850,000,000 in shares of its common stock, $0.01 par value per share (the “Common Stock”), of which amount: (i) up to $100,000,000 in shares of Common Stock are to be offered pursuant to the Company’s Amended and Restated Distribution Reinvestment Plan (formerly named the Dividend Reinvestment Plan) for a purchase price of $9.50 per share (the “DRIP Shares”); and (ii) up to $750,000,000 in shares of Common Stock (the “Primary Shares” and, together with the DRIP Shares, the “Offered Shares”) are to be issued and sold to the public on a “best efforts” basis through you as the managing dealer (the “Dealer Manager”) and the broker-dealers participating in the offering (the “Participating Dealers”) at an initial offering price of $10.00 per share (subject in certain circumstances to discounts based upon the volume of shares purchased). The C

AMENDED AND RESTATED OPERATING AGREEMENT OF EVERGREEN AT COURSEY PLACE, SOLE MEMBER, LLC
Operating Agreement • October 11th, 2011 • Paladin Realty Income Properties Inc • Real estate investment trusts • Georgia

The Percentage Interest of the Non-Contributing Member therefore would be reduced by 3.81 percentage points from 48.27% to 44.46%, and the Percentage Interest of the Contributing Member would be increased by a like amount of percentage points from 51.73% to 55.54%.

MULTIFAMILY MORTGAGE, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT (LOUISIANA – REVISION DATE 03-31-2008)
And Security Agreement • October 11th, 2011 • Paladin Realty Income Properties Inc • Real estate investment trusts

BE IT KNOWN on this 28th day of July, 2011, before me the undersigned Notary Public, and in the presence of the undersigned competent witnesses, personally came and appeared: EVERGREEN AT COURSEY PLACE, LLC, a Delaware limited liability company (Taxpayer Identification No. XX-XXX9582) (“Borrower”), whose permanent mailing address is 519 Harrison Avenue, Suite 512, Boston, Massachusetts 02118, Attention Charles M. Thompson, who by me duly sworn did declare and acknowledge that Borrower is indebted in favor of DEUTSCHE BANK BERKSHIRE MORTGAGE, INC., a corporation organized and existing under the laws of the State of Delaware, and whose permanent mailing address is One Beacon Street, 14th Floor, Boston, Massachusetts 02108 (together with its successors and assigns and any subsequent holders, “Lender”), under Borrower’s Multifamily Note, dated as of the date of this Instrument, in the principal amount of Twenty-Eight Million Five Hundred Thousand and 00/100 Dollars ($28,500,000.00), which

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PALADIN REALTY INCOME PROPERTIES, L.P.
Paladin Realty Income Properties Inc • July 18th, 2008 • Real estate investment trusts • Delaware

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PALADIN REALTY INCOME PROPERTIES, L.P. (this “Agreement”), dated as of February 6, 2008, is entered into by and among PALADIN REALTY INCOME PROPERTIES, INC., a Maryland corporation, as general partner (the “General Partner”), and those Persons who have executed this Agreement or a counterpart hereof, or who become parties hereto pursuant to the terms of this Agreement.

EIGHTH AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • July 26th, 2013 • Paladin Realty Income Properties Inc • Real estate investment trusts • California

THIS EIGHTH AMENDED AND RESTATED ADVISORY AGREEMENT (this “Agreement”), effective as of July 28, 2013, is entered into between Paladin Realty Income Properties, Inc., a Maryland corporation (the “Company”), Paladin Realty Income Properties, L.P. (the “Operating Partnership,” and collectively with the Company, the “Fund”), and Paladin Realty Advisors, LLC, a Delaware limited liability company (the “Advisor”).

GUARANTY MULTISTATE (for use in all jurisdictions except California) REVISION DATE 05/06/05
Paladin Realty Income Properties Inc • May 13th, 2008 • Real estate investment trusts

This Guaranty (“Guaranty”) is entered into to be effective as of November 30, 2007, by the undersigned person(s) (the “Guarantor” jointly and severally if more than one), for the benefit of NorthMarq Capital, Inc., a Minnesota corporation (the “Lender”).

MULTIFAMILY DEED OF TRUST, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT (MISSOURI – REVISION DATE 05-11-2004)
Security Agreement • October 23rd, 2007 • Paladin Realty Income Properties Inc • Real estate investment trusts

THIS MULTIFAMILY DEED OF TRUST, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT (the “Instrument”) is made as of December 6, 2005, among Pinehurst Associates, LLC, a limited liability company organized and existing under the laws of Florida, whose mailing address is c/o Robert E. Spielman, 7300 North Kendall Drive, Suite 519, Miami, Florida 33156, as grantor (“Borrower”), Walter C. Whisler, 700 NE R.D. Mize Road, Suite 200, Blue Springs, Missouri 64104, as trustee (“Trustee”), for the benefit of NorthMarq Capital, Inc., a corporation organized and existing under the laws of Minnesota, whose mailing address is 3500 American Boulevard West, Suite 500, Bloomington, Minnesota 55431, as beneficiary (“Lender”). Borrower’s organizational identification number, if applicable, is L05000107824.

FORM OF SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PALADIN REALTY INCOME PROPERTIES, L.P.
Paladin Realty Income Properties Inc • October 23rd, 2007 • Real estate investment trusts • Delaware

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PALADIN REALTY INCOME PROPERTIES, L.P. (this “Agreement”), dated as of , 200 , is entered into by and among PALADIN REALTY INCOME PROPERTIES, INC., a Maryland corporation, as general partner (the “General Partner”), and those Persons who have executed this Agreement or a counterpart hereof, or who become parties hereto pursuant to the terms of this Agreement.

ADVISORY AGREEMENT
Advisory Agreement • May 13th, 2005 • Paladin Realty Income Properties Inc • Real estate investment trusts • California

THIS ADVISORY AGREEMENT (this “Agreement”), dated as of February 28, 2005, is entered into between Paladin Realty Income Properties, Inc., a Maryland corporation (the “Company”), Paladin Realty Income Properties, L.P. (the “Operating Partnership,” and collectively with the Company, the “Fund”), and Paladin Realty Advisors, LLC, a Delaware limited liability company (the “Advisor”).

PALADIN REALTY INCOME PROPERTIES, INC. Up to 38,500,000 Shares of Common Stock, $0.01 par value per share/$385,000,000 DEALER MANAGER AGREEMENT
Participating Dealer Agreement • February 1st, 2005 • Paladin Realty Income Properties Inc • Real estate investment trusts • California
PURCHASE AND SALE AGREEMENT BY AND BETWEEN THE RETREAT, LLC a Florida limited liability company AS SELLER AND KC RETREAT ASSOCIATES, LLC, a Delaware limited liability company AS PURCHASER As of January 11, 2008
Purchase and Sale Agreement • January 17th, 2008 • Paladin Realty Income Properties Inc • Real estate investment trusts

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of January 11, 2008 (the “Effective Date”), by and between THE RETREAT, LLC, a Florida limited liability company (the “Seller”) and KC RETREAT ASSOCIATES, LLC, a Delaware limited liability company (“Purchaser”).

ENVIRONMENTAL INDEMNITY AGREEMENT
Environmental Indemnity Agreement • April 17th, 2012 • Paladin Realty Income Properties Inc • Real estate investment trusts

ENVIRONMENTAL INDEMNITY AGREEMENT (the “Agreement”) made as of the 5th day of April, 2012 by DT STONE RIDGE, LLC, a South Carolina limited liability company, having an office at 11132 Ventura Boulevard, Suite 415, Studio City, California 91604 (“Borrower”), and DT COLUMBIA SC MANAGEMENT, LLC, a Delaware limited liability company, JAMES MARKEL, an individual, DANIEL MARKEL, an individual, THOMAS GALLOP, an individual, each having an office at 11132 Ventura Boulevard, Suite 415, Studio City, California 91604 (individually and collectively, jointly and severally, “Principal”; Borrower and Principal hereinafter collectively referred to as “Indemnitor”), in favor of PRIP STONE RIDGE, LLC, a Delaware limited liability company, having an office, c/o Paladin Realty Partners, LLC, at 10880 Wilshire Boulevard, Suite 1400, Los Angeles, California 90024 (“Indemnitee”), and other Indemnified Parties (defined below).

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PALADIN REALTY INCOME PROPERTIES, L.P.
Paladin Realty Income Properties Inc • September 22nd, 2004 • Real estate agents & managers (for others) • Delaware

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PALADIN REALTY INCOME PROPERTIES, L.P. (this “Agreement”), dated as of , 2004, is entered into by and among PALADIN REALTY INCOME PROPERTIES, INC., a Maryland corporation, as general partner (the “General Partner”), and those Persons who have executed this Agreement or a counterpart hereof, or who become parties hereto pursuant to the terms of this Agreement.

LIMITED LIABILITY COMPANY AGREEMENT OF FPA/PRIP GOVERNOR PARK, LLC
Limited Liability Company Agreement • December 24th, 2008 • Paladin Realty Income Properties Inc • Real estate investment trusts • Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT OF FPA/PRIP GOVERNOR PARK, LLC (the “Company”), is entered into effective as of December 19, 2008, by and between PRIP 5060/6310, LLC, a Delaware limited liability company (“Paladin”), and FPA Governor Park Investors, LLC, a Delaware limited liability company (“Fowler). The capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to such terms in Article 11.

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • July 24th, 2013 • Paladin Realty Income Properties Inc • Real estate investment trusts • Delaware

AGREEMENT AND PLAN OF MERGER (the “Agreement”) dated as of July 18, 2013 (the “Agreement Date”), by and among Paladin Realty Income Properties, Inc., a Maryland corporation (“Paladin”), Paladin Realty Income Properties, L.P., a Delaware limited partnership whose sole general partner is Paladin (“Paladin OP,” and together with Paladin, the “Paladin Parties”), Resource Real Estate Opportunity OP, LP, a Delaware limited partnership (“Parent”) and RRE Charlemagne Holdings, LLC, a Delaware limited liability company (“Merger Sub,” and together with Parent, the “Buyer Parties”). Paladin, Paladin OP, Parent and Merger Sub are each sometimes referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the meaning ascribed to such terms in Article I.

GUARANTY (CME AND PORTFOLIO) MULTISTATE
Paladin Realty Income Properties Inc • November 21st, 2011 • Real estate investment trusts

THIS GUARANTY (“Guaranty”) is entered into to be effective as of November 15, 2011, by WENDY C. DRUCKER (“Guarantor”, collectively if more than one), for the benefit of PRUDENTIAL AFFORDABLE MORTGAGE COMPANY, a Delaware corporation (“Lender”).

SUBSCRIPTION ESCROW AGREEMENT
Subscription Escrow Agreement • February 1st, 2005 • Paladin Realty Income Properties Inc • Real estate investment trusts • New York

ESCROW AGREEMENT, dated as of , 2005, (the “Agreement”) by and among Paladin Realty Income Properties, Inc., a Maryland corporation (the “Company”), Prospect Financial Advisors, LLC (the “Dealer Manager”) and Deutsche Bank Trust Company Americas, a New York banking corporation, a wholly-owned subsidiary of Deutsche Bank AG, as escrow agent (the “Escrow Agent”).

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REPAIR ESCROW AGREEMENT (REVISION DATE 01-31-2003)
Repair Escrow Agreement • January 17th, 2008 • Paladin Realty Income Properties Inc • Real estate investment trusts

This REPAIR ESCROW AGREEMENT (“Agreement”) is made and entered into, to be effective as of January 11, 2008, by and between KC Retreat Associates, LLC, a Delaware limited liability company (“Borrower”), and NorthMarq Capital, Inc., a Minnesota corporation (“Lender”) and its successors and assigns.

DT STONE RIDGE, LLC, as mortgagor (Borrower) To PRIP STONE RIDGE, LLC, as mortgagee (Lender) MORTGAGE AND SECURITY AGREEMENT
Mortgage And • April 17th, 2012 • Paladin Realty Income Properties Inc • Real estate investment trusts

THIS INSTRUMENT CONVEYS A SECURITY INTEREST IN GOODS WHICH ARE OR ARE TO BECOME FIXTURES AND AS SUCH, CONSTITUTES A FIXTURE FILING.

FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF FPA/PRIP GOVERNOR PARK, LLC a Delaware limited liability company
Limited Liability Company Agreement • March 27th, 2009 • Paladin Realty Income Properties Inc • Real estate investment trusts

THIS FIRST AMENDMENT TO LIABILITY COMPANY AGREEMENT, dated as of December 19, 2008 (the “Effective Date”), amends that certain Limited Liability Company Agreement of FPA/PRIP GOVERNOR PARK, LLC, a Delaware limited liability company (the “Company”) dated December 19, 2008 (the “LLC Agreement”) and is made and entered into by FPA GOVERNOR PARK INVESTORS, LLC, a Delaware limited liability company (the “FPA Member”), and PRIP 5060/6310, LLC, a Delaware limited liability company (the “Paladin Member”) (collectively, the FPA Member and the Paladin Member are referred to herein as the “Members”) with reference to the following facts:

PALADIN REALTY INCOME PROPERTIES, INC. Up to 38,500,000 Shares of Common Stock, $0.01 par value per share/$385,000,000 DEALER MANAGER AGREEMENT June 5, 2007
Dealer Manager Agreement • June 11th, 2007 • Paladin Realty Income Properties Inc • Real estate investment trusts • California

Paladin Realty Income Properties, Inc., a Maryland corporation (the “Company”), has registered for public sale (the “Offering”) a maximum of 38,500,000 shares of its common stock, $0.01 par value per share (the “Common Stock”), taking into account shares outstanding as of the date hereof, of which amount: (i) up to 3,500,000 shares of Common Stock are to be offered pursuant to the Company’s dividend reinvestment plan for a purchase price of $10.00 per share (the “DRIP Shares”); and (ii) up to 35,000,000 shares of Common Stock (the “Shares” and, together with the DRIP Shares, the “Offered Shares”) are to be issued and sold to the public on a “best efforts” basis through you as the managing dealer (the “Dealer Manager”) and the broker-dealers participating in the offering (the “Participating Dealer”) at an initial offering price of $10.00 per share (subject in certain circumstances to discounts based upon the volume of shares purchased), with an initial aggregate purchase price of up to

MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT BY AND AMONG PRIP 3700, LLC, a Delaware limited liability company AS PURCHASER, BRADLEY B. CHAMBERS, a resident of the State of Indiana, and BUCKINGHAM INVESTMENT CORPORATION, an Indiana corporation AS...
Membership Interest Purchase and Sale Agreement • May 12th, 2006 • Paladin Realty Income Properties Inc • Real estate investment trusts

THIS MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of May 10, 2006 (the “Effective Date”), by and among PRIP 3700, LLC, a Delaware limited liability company (“Purchaser”), BRADLEY B. CHAMBERS, a resident of the State of Indiana and BUCKINGHAM INVESTMENT CORPORATION, an Indiana corporation (collectively, “Sellers”), and SPRINGHURST HOUSING PARTNERS, LLC, an Indiana limited liability company (the “Company”).

PALADIN REALTY INCOME PROPERTIES, INC. Up to $725,000,000 in Shares of Common Stock, $0.01 par value per share FORM OF PARTICIPATING DEALER AGREEMENT Dated: , 200
Participating Dealer Agreement • July 22nd, 2011 • Paladin Realty Income Properties Inc • Real estate investment trusts • California

Subject to the terms described herein, KBR Capital Markets, LLC, as the dealer manager (“Dealer Manager”) for Paladin Realty Income Properties, Inc., a Maryland corporation (the “Company”), invites you (“Participating Dealer”) to participate in the distribution, on a best efforts basis, of up to $725,000,000 in shares of common stock of the Company, $0.01 par value per share (the “Common Stock”), of which amount: (i) up to $75,000,000 in shares of Common Stock are being offered pursuant to the Company’s Amended and Restated Distribution Reinvestment Plan for a purchase price of $9.50 per share (the “DRIP Shares”); and (ii) up to $650,000,000 in shares of Common Stock (the “Primary Shares” and together with the DRIP Shares, the “Offered Shares”), at an initial offering purchase price of $10.00 per share (subject in certain circumstances to discounts based upon the volume of shares purchased). Notwithstanding the foregoing, the Company has reserved the right to reallocate the Offered Sha

GUARANTY MULTISTATE (for use in all Property jurisdictions except California) REVISION DATE 05/06/2005
Paladin Realty Income Properties Inc • August 8th, 2008 • Real estate investment trusts

This Guaranty (“Guaranty”) is entered into to be effective as of August 5, 2008, by the undersigned person(s) (the “Guarantor” jointly and severally if more than one), for the benefit of HOLLIDAY FENOGLIO FOWLER, L.P., a Texas limited partnership (the “Lender”).

ASSIGNMENT AND ASSUMPTION OF AGREEMENT OF PURCHASE AND SALE
Assignment and Assumption of Agreement • December 24th, 2008 • Paladin Realty Income Properties Inc • Real estate investment trusts

THIS ASSIGNMENT AND ASSUMPTION (this “Assignment”) is dated September 25, 2008, by and between FOWLER PROPERTY ACQUISITIONS, LLC, a California limited liability company (“Assignor”) and FPA GOVERNOR PARK ASSOCIATES, LLC, a Delaware limited liability company (“Assignee”) with reference to the following:

REAL ESTATE PURCHASE AND SALE AGREEMENT Two and Five Governor Park, San Diego, California
Real Estate Purchase and Sale Agreement • December 24th, 2008 • Paladin Realty Income Properties Inc • Real estate investment trusts • California

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is dated as of September 9, 2008 (the “Effective Date”), by and between MCMORGAN INSTITUTIONAL REAL ESTATE FUND I, LLC, a Delaware limited liability company (“Seller”), and FOWLER PROPERTY ACQUISITIONS, LLC, a California limited liability company (“Buyer”).

PALADIN REALTY INCOME PROPERTIES, INC. FIRST AMENDMENT TO THE AMENDED AND RESTATED ADVISORY AGREEMENT February 28, 2008
Advisory Agreement • March 21st, 2008 • Paladin Realty Income Properties Inc • Real estate investment trusts

THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED ADVISORY AGREEMENT (this “Agreement”), dated as of February 28, 2008, is entered into by and among Paladin Realty Income Properties, Inc., a Maryland corporation (the “Company”), Paladin Realty Income Properties, L.P. (the “Operating Partnership,” and collectively with the Company, the “Fund”), and Paladin Realty Advisors, LLC, a Delaware limited liability company (the “Advisor”).

ASSIGNMENT OF AGREEMENTS, PERMITS AND CONTRACTS
Permits and Contracts • April 17th, 2012 • Paladin Realty Income Properties Inc • Real estate investment trusts

THIS ASSIGNMENT OF AGREEMENTS, PERMITS AND CONTRACTS (“Assignment”) is made as of the 5th day April, 2012, by DT STONE RIDGE, LLC, a South Carolina limited liability company, having its principal place of business at 11132 Ventura Boulevard, Suite 415, Studio City, California 91604 (“Borrower”), to PRIP STONE RIDGE, LLC, a Delaware limited liability company, having an address, c/o Paladin Realty Partners, LLC, at 10880 Wilshire Boulevard, Suite 1400, Los Angeles, California 90024 (“Lender”).

THIRD AMENDMENT OF PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS
Purchase and Sale Agreement and Escrow Instructions • November 21st, 2011 • Paladin Realty Income Properties Inc • Real estate investment trusts

THIS Third Amendment of Purchase and Sale Agreement and Escrow Instructions (the “Third Amendment”) is made as of this 12th day of September, 2011, by and between YORK ASSOCIATES LIMITED PARTNERSHIP, a Virginia limited partnership (“Seller”) and FP-1, LLC, a Virginia limited liability company, or its permitted assigns (“Buyer”).

PALADIN REALTY INCOME PROPERTIES INC. AMENDMENT TO DEALER MANAGER AGREEMENT February 28, 2007
Dealer Manager Agreement • March 6th, 2007 • Paladin Realty Income Properties Inc • Real estate investment trusts

Paladin Realty Income Properties, Inc., a Maryland corporation (the “Company”), Paladin Realty Income Properties, L.P., a Delaware limited partnership (the “Operating Partnership”), Paladin Realty Advisors, LLC, a Delaware limited liability company (the “Advisor”) and Prospect Financial Advisors, LLC, a Delaware limited liability company (the “Dealer Manager”) previously entered into that certain Dealer Manager Agreement dated February 28, 2005 (the “Agreement”). The Company, the Operating Partnership, the Advisor and the Dealer Manager are sometimes hereinafter referred to individually as a “party” or collectively as the “parties.”

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