Apple REIT Seven, Inc. Sample Contracts

PURCHASE CONTRACT between ALEXANDRIA HOTEL, A FLORIDA GENERAL PARTNERSHIP (“SELLER”) AND APPLE SEVEN HOSPITALITY OWNERSHIP, INC. (“BUYER”) Dated: May 4, 2007
Purchase Contract • August 3rd, 2007 • Apple REIT Seven, Inc. • Real estate investment trusts

This PURCHASE CONTRACT (this “Contract”) is made and entered into as of May 4, 2007, by and between ALEXANDRIA HOTEL, a Florida General Partnership( “Seller”) with a principal office at c/o Robert Stirk, 12221 NW 7th Drive, Coral Springs, FL 33071 and APPLE SEVEN HOSPITALITY OWNERSHIP, INC., a Virginia corporation, with its principal office at 814 East Main Street, Richmond, Virginia 23219, or its affiliates or assigns (“Buyer”).

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HOTEL LEASE AGREEMENT DATED APRIL 26, 2006 BETWEEN APPLE SEVEN HOSPITALITY TEXAS, L.P., A VIRGINIA LIMITED PARTNERSHIP, AS LESSOR AND APPLE SEVEN SERVICES, L.P., A VIRGINIA LIMITED PARTNERSHIP AS LESSEE
Hotel Lease Agreement • July 26th, 2006 • Apple REIT Seven, Inc. • Real estate investment trusts

THIS HOTEL LEASE AGREEMENT (hereinafter called “Lease”), is dated the 26th of April, 2006, by and between Apple Seven Hospitality Texas, L.P., a Virginia limited partnership (hereinafter called “Lessor”), and Apple Seven Services, L.P., a Virginia limited partnership (hereinafter called “Lessee”), provides as follows:

AGREEMENT OF PURCHASE AND SALE
Agreement of Purchase and Sale • October 26th, 2006 • Apple REIT Seven, Inc. • Real estate investment trusts • New Jersey

BY THIS AGREEMENT OF PURCHASE AND SALE (this “Agreement”), and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto declare, covenant and agree as follows:

PURCHASE CONTRACT between
Purchase Contract • August 3rd, 2007 • Apple REIT Seven, Inc. • Real estate investment trusts

This PURCHASE CONTRACT (this “Contract”) is made and entered into as of the date set forth in Item 1 of Schedule 1 by and between the persons and entities set forth in Item 2(a) of Schedule 1 (each, an “Interest Owner” and, collectively, the “Interest Owners”), with an address c/o Larry Blumberg & Associates, Inc., 2733 Ross Clark Circle, P.O. Box 5566, Dothan, Alabama 36302; the entity set forth in Item 2(b) of Schedule 1 (the “Company”), with its principal office c/o Larry Blumberg & Associates, Inc., 2733 Ross Clark Circle, P.O. Box 5566, Dothan, Alabama 36302; and APPLE SEVEN HOSPITALITY OWNERSHIP, INC., a Virginia corporation, with its principal office at 814 East Main Street, Richmond, Virginia 23219, or its affiliates or assigns (“Buyer”).

MANAGEMENT AGREEMENT by and between TEXAS WESTERN MANAGEMENT PARTNERS, L.P. as “MANAGER” and APPLE SEVEN SERVICES, L.P. as “OWNER” Dated as of April 26, 2006
Management Agreement • July 26th, 2006 • Apple REIT Seven, Inc. • Real estate investment trusts • Virginia

THIS MANAGEMENT AGREEMENT (“Agreement”) is executed as of the 26 day of April, 2006 (“Effective Date”), by APPLE SEVEN SERVICES, L.P., a Virginia limited partnership (“Owner”), with a mailing address at c/o Apple REIT Companies, 814 East Main Street, Richmond, Virginia 23219, Attention: Krissy Gathright, and [TEXAS WESTERN MANAGEMENT PARTNERS, L.P., a Texas limited partnership] (“Manager”), with a mailing address at c/o Western International, 13647 Montfort Drive, Dallas, Texas 75240.

ESCROW AGREEMENT (Apple REIT Seven, Inc.)
Escrow Agreement • February 16th, 2006 • Apple REIT Seven, Inc. • Real estate investment trusts • Virginia

THIS ESCROW AGREEMENT, DATED AS OF JANUARY 24, 2006 (“ESCROW AGREEMENT”), IS BY AND AMONG DAVID LERNER ASSOCIATES, INC., A NEW YORK CORPORATION (“AGENT”), APPLE REIT SEVEN, INC., A VIRGINIA CORPORATION (“COMPANY”), AND U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS ESCROW AGENT HEREUNDER (“ESCROW AGENT”).

ADVISORY AGREEMENT BETWEEN APPLE REIT SEVEN, INC. AND APPLE SEVEN ADVISORS, INC.
Advisory Agreement • April 28th, 2006 • Apple REIT Seven, Inc. • Real estate investment trusts • Virginia

THIS ADVISORY AGREEMENT, dated as of March 2, 2006, is between APPLE REIT SEVEN, INC., a Virginia corporation (the “Company”), and APPLE SEVEN ADVISORS, INC., a Virginia corporation (the “Advisor”).

PURCHASE CONTRACT between SAT-TPS-AIR PROPERTY, L.P. (“SELLER”) AND APPLE SEVEN HOSPITALITY, INC. (“BUYER”) AND joined in by W.I. REALTY I, L.P., d/b/a WESTERN INTERNATIONAL (“WESTERN”) Dated: November 3, 2006
Purchase Contract • January 26th, 2007 • Apple REIT Seven, Inc. • Real estate investment trusts

This PURCHASE CONTRACT (this “Contract”) is made and entered into as of November 3, 2006, by and between SAT-TPS-AIR PROPERTY, L.P., a Texas limited partnership (“Seller”), with its principal office at c/o Western International, 13647 Montfort Drive, Dallas, Texas 75240, and APPLE SEVEN HOSPITALITY, INC., a Virginia corporation, with its principal office at 814 East Main Street, Richmond, Virginia 23219, or its affiliates or assigns (“Buyer”) and, to the extent provided herein, joined in by W. I. REALTY I, L.P., d/b/a WESTERN INTERNATIONAL, a Texas limited partnership (“Western”), with its principal office at 13647 Montfort Drive, Dallas, Texas 75240.

91,125,541 Units (Common Shares and Series A Preferred Shares) APPLE REIT SEVEN, INC. Agency Agreement
Agency Agreement • June 6th, 2005 • Apple REIT Seven, Inc. • Virginia
91,125,541 Units (Common Shares and Series A Preferred Shares) APPLE REIT SEVEN, INC. Agency Agreement March 3, 2006
Dealer Agreement • July 26th, 2006 • Apple REIT Seven, Inc. • Real estate investment trusts • Virginia

Apple REIT Seven, Inc., a Virginia corporation (the “Company”), is a corporation that will elect to qualify as a real estate investment trust pursuant to Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”). Subject to the terms and conditions stated herein, the Company proposes to engage David Lerner Associates, Inc. as its managing dealer (the “Agent”) to solicit offers to buy and obtain purchasers for Units, as offered by the Prospectus which is part of the Form S-11 Registration Statement under the Securities Act of 1933 (File No. 333-125546) as filed with the Securities and Exchange Commission. Each Unit refers to one share of common stock, no par value, and one Series A preferred share of the Company registered pursuant to the Registration Statement referred to in the preceding sentence. This will confirm our agreement respecting your engagement as the exclusive agent to solicit offers to buy and obtain purchasers for the Units on a “best efforts

PROPERTY ACQUISITION/DISPOSITION AGREEMENT
Agreement • April 28th, 2006 • Apple REIT Seven, Inc. • Real estate investment trusts • Virginia

THIS AGREEMENT is made and entered into as of March 2, 2006, by and between Apple REIT Seven, Inc., a Virginia corporation (hereinafter referred to as “Owner”), and Apple Suites Realty Group, Inc., a Virginia corporation (hereinafter referred to as “Agent”).

PURCHASE CONTRACT between Larry Blumberg Richard Blumberg Helen B. Lifland Clement Shugerman Leslie Blumberg Beverly Erdreich Robert Hayne Hollis, III (“INTEREST OWNERS”), BLUMBERG – DOTHAN MOTEL, L.L.C. (“COMPANY”), AND APPLE SEVEN HOSPITALITY...
Purchase Contract • January 26th, 2007 • Apple REIT Seven, Inc. • Real estate investment trusts

This PURCHASE CONTRACT (this “Contract”) is made and entered into as of the date set forth in Item 1 of Schedule 1 by and between the persons and entities set forth in Item 2(a) of Schedule 1 (each, an “Interest Owner” and, collectively, the “Interest Owners”), with an address c/o Larry Blumberg & Associates, Inc., 2733 Ross Clark Circle, P.O. Box 5566, Dothan, Alabama 36302; the entity set forth in Item 2(b) of Schedule 1 (the “Company”), with its principal office c/o Larry Blumberg & Associates, Inc., 2733 Ross Clark Circle, P.O. Box 5566, Dothan, Alabama 36302; and APPLE SEVEN HOSPITALITY OWNERSHIP, INC., a Virginia corporation, with its principal office at 814 East Main Street, Richmond, Virginia 23219, or its affiliates or assigns (“Buyer”).

PROPERTY ACQUISITION/DISPOSITION AGREEMENT
Agreement • June 6th, 2005 • Apple REIT Seven, Inc. • Virginia

THIS AGREEMENT is made and entered into as of the day of , 2005, by and between Apple REIT Seven, Inc., a Virginia corporation (hereinafter referred to as “Owner”), and Apple Suites Realty Group, Inc., a Virginia corporation (hereinafter referred to as “Agent”).

COURTYARD BY MARRIOTT RELICENSING FRANCHISE AGREEMENT between MARRIOTT INTERNATIONAL, INC. Franchisor and APPLE SEVEN SERVICES, L.P. Franchisee Location: 3955 North Expressway, Brownsville, TX 78520 Dated as of: June 19, 2006
Franchise Agreement • July 26th, 2006 • Apple REIT Seven, Inc. • Real estate investment trusts • Maryland

THIS COURTYARD BY MARRIOTT RELICENSING FRANCHISE AGREEMENT (this “Agreement”) is made and entered into effective as of the 19th day of June. 2006 (“Effective Date”), between Marriott International. Inc., a Delaware corporation (“Franchisor”), and Apple Seven Services. L.P., a Virginia limited partnership (“Franchisee”).

FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • September 12th, 2013 • Apple REIT Seven, Inc. • Real estate investment trusts

THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of September 9, 2013, is entered into by and among APPLE REIT SEVEN, INC., a Virginia corporation (“Apple Seven”), APPLE REIT EIGHT, INC., a Virginia corporation (“Apple Eight”), (“Apple Eight,” and together with Apple Seven, the “Companies,” or individually a “Company”), APPLE REIT NINE, INC., a Virginia corporation (“Apple Nine,” and together with the Companies, the “Apple REITs,” or individually an “Apple REIT”), APPLE SEVEN ACQUISITION SUB, INC., a Virginia corporation and wholly-owned subsidiary of Apple Nine (“Seven Acquisition Sub”), and APPLE EIGHT ACQUISITION SUB, INC., a Virginia corporation and wholly-owned subsidiary of Apple Nine (“Eight Acquisition Sub,” and together with Seven Acquisition Sub, the “Acquisition Subsidiaries,” or individually an “Acquisition Subsidiary”).

TERMINATION AGREEMENT
Termination Agreement • August 8th, 2013 • Apple REIT Seven, Inc. • Real estate investment trusts • Virginia

This Termination Agreement (“Agreement”) is entered into as of August 7, 2013 by and among Apple Seven Advisors, Inc., a Virginia corporation (“Seven Advisors”), Apple Eight Advisors, Inc., a Virginia corporation (“Eight Advisors”), Apple Nine Advisors, Inc., a Virginia corporation (“Nine Advisors”), Apple Suites Realty Group, Inc. (“ASRG,” and collectively with Seven Advisors, Eight Advisors and Nine Advisors, the “Advisors,” or individually, an “Advisor”), Apple REIT Seven, Inc., a Virginia corporation (“Apple Seven”), Apple REIT Eight, Inc., a Virginia corporation (“Apple Eight”), and Apple REIT Nine, Inc., a Virginia corporation (“Apple Nine,” and collectively with Apple Seven and Apple Eight, the “Companies,” or individually a “Company”).

GUARANTY AND REIMBURSEMENT AGREEMENT
Guaranty and Reimbursement Agreement • February 16th, 2006 • Apple REIT Seven, Inc. • Real estate investment trusts

THIS GUARANTY AND REIMBURSEMENT AGREEMENT is made effective as of December 31, 2005 by GLADE M. KNIGHT, in his individual capacity, (“Guarantor”).

AGREEMENT OF PURCHASE AND SALE OF REAL PROPERTY COMMONLY KNOWN AS THE RICHMOND MARRIOTT HOTEL IN RICHMOND, VIRGINIA and Joint Escrow Instructions between PRVA II, L.P., a Delaware limited partnership (“Seller”), and APPLE SEVEN HOSPITALITY OWNERSHIP,...
Agreement of Purchase and Sale • November 2nd, 2007 • Apple REIT Seven, Inc. • Real estate investment trusts • Virginia

THIS AGREEMENT OF PURCHASE AND SALE OF REAL PROPERTY AND JOINT ESCROW INSTRUCTIONS (this “Agreement”) is made as of September , 2007 (the “Effective Date”), among

ASSIGNMENT OF CONTRACT
Assignment of Contract • July 26th, 2006 • Apple REIT Seven, Inc. • Real estate investment trusts

THIS ASSIGNMENT (the “Assignment”) is made effective as of this 27th day of April, 2006, by and between APPLE SIX HOSPITALITY OWNERSHIP, INC., a Virginia corporation (the “Assignor”), and APPLE SEVEN HOSPITALITY OWNERSHIP, INC., a Virginia corporation (the “Assignee”).

AGREEMENT AND PLAN OF MERGER Dated as of August 7, 2013 Among APPLE REIT SEVEN, INC., APPLE REIT EIGHT, INC., APPLE REIT NINE, INC., APPLE SEVEN ACQUISITION SUB, INC., and APPLE EIGHT ACQUISITION SUB, INC.
Agreement and Plan of Merger • August 8th, 2013 • Apple REIT Seven, Inc. • Real estate investment trusts • Virginia

AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of August 7, 2013, among APPLE REIT SEVEN, INC., a Virginia corporation (“Apple Seven”), APPLE REIT EIGHT, INC., a Virginia corporation (“Apple Eight”), (“Apple Eight,” and together with Apple Seven, the “Companies,” or individually a “Company”), APPLE REIT NINE, INC., a Virginia corporation (“Apple Nine,” and together with the Companies, the “Apple REITs,” or individually an “Apple REIT”), and APPLE SEVEN ACQUISITION SUB, INC. a Virginia corporation and wholly-owned subsidiary of Apple Nine (“Seven Acquisition Sub”), and APPLE EIGHT ACQUISITION SUB, INC., a Virginia corporation and wholly-owned subsidiary of Apple Nine (“Eight Acquisition Sub”, and together with Seven Acquisition Sub, the “Acquisition Subsidiaries,” or individually an “Acquisition Subsidiary”).

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ASSIGNMENT OF AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS
Assignment Of • April 28th, 2006 • Apple REIT Seven, Inc. • Real estate investment trusts • California

THIS ASSIGNMENT OF AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS (“Assignment”), is made as of this 11th day of April, 2006, by and between BERNARDO VENTURE, a California general partnership (“Seller”), APPLE SUITES REALTY GROUP, INC., a Virginia corporation (“Buyer”), and APPLE SEVEN HOSPITALITY OWNERSHIP, INC., a Virginia corporation, (“Assignee”), (Seller, Buyer and Assignee are sometimes referred herein, collectively, as the “Parties”). All initially capitalized terms used herein which are not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement (as such term is defined below).

UNCONDITIONAL GUARANTY
Unconditional Guaranty • June 6th, 2005 • Apple REIT Seven, Inc.
ASSIGNMENT OF CONTRACT
Assignment of Contract • July 26th, 2006 • Apple REIT Seven, Inc. • Real estate investment trusts

THIS ASSIGNMENT (the “Assignment”) is made effective as of this 6th day of June, 2006, by and between APPLE SIX HOSPITALITY TEXAS, L.P., a Virginia limited partnership (the “Assignor”), and APPLE SEVEN HOSPITALITY TEXAS, L.P., a Virginia limited partnership (the “Assignee”).

PURCHASE CONTRACT between BRIGGS RENEWAL LIMITED PARTNERSHIP (“SELLER”) AND APPLE SEVEN HOSPITALITY OWNERSHIP, INC. (“BUYER”) Dated: April 27, 2006
Escrow Agreement • July 26th, 2006 • Apple REIT Seven, Inc. • Real estate investment trusts • Nebraska

This PURCHASE CONTRACT (this “Contract”) is made and entered into as of April 27, 2006, by and between BRIGGS RENEWAL LIMITED PARTNERSHIP, a Delaware limited partnership (“Seller”) with a principal office at 909 Poydras Street, Suite 3100, New Orleans, Louisiana 70112 and APPLE SEVEN HOSPITALITY OWNERSHIP, INC., a Virginia corporation, with its principal office at 814 East Main Street, Richmond, Virginia 23219, or its affiliates or assigns.

PURCHASE CONTRACT between MIDWAY ELDRIDGE HOTEL PARTNERS, L.P. (“SELLER”) AND APPLE SIX HOSPITALITY, INC. (“BUYER”) Dated: September 29, 2004
Purchase Contract • July 26th, 2006 • Apple REIT Seven, Inc. • Real estate investment trusts

This PURCHASE CONTRACT (this “Contract”) is made and entered into as of September 29, 2004, by and between MIDWAY ELDRIDGE HOTEL PARTNERS, L.P., a Texas limited partnership (“Seller”), with its principal office at 34 S. Wynden Drive, Third Floor, Houston, Texas 77056, and APPLE SIX HOSPITALITY, INC., a Virginia corporation (“Buyer”), with its principal office at 10 South Third Street, Richmond, Virginia 23219, or its assigns.

AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS HILTON GARDEN INN, RANCHO BERNARDO
Agreement of Purchase and Sale • April 28th, 2006 • Apple REIT Seven, Inc. • Real estate investment trusts • California

THIS AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS (“Agreement”) is made and entered into as of this 9th day of March, 2006 (the “Effective Date”), by and between BERNARDO VENTURE, a California general partnership (“Seller”), and APPLE SUITES REALTY GROUP, INC., a Virginia corporation (“Buyer”). Seller and Buyer enter into this Agreement with respect to the following:

MASTER PURCHASE AGREEMENT
Master Purchase Agreement • October 26th, 2006 • Apple REIT Seven, Inc. • Real estate investment trusts

This Master Purchase Agreement (this “Master Agreement”) is entered into this 27th day of September, 2006, by and among the parties identified on Exhibit C-1 attached hereto as the “Interest Owners” (the “Interest Owners”), with an address at c/o Larry Blumberg & Associates, Post Office 5566, Dothan, Alabama 36302; SUNBELT-CHM, L.L.C., an Alabama limited liability company, SUNBELT-CPA, L.L.C., an Alabama limited liability company, and SUNBELT-CTR, L.L.C., an Alabama limited liability company (collectively, the “Companies” and individually, a “Company”), with an address at c/o Larry Blumberg & Associates, Post Office 5566, Dothan, Alabama 36302; APPLE SEVEN HOSPITALITY OWNERSHIP, INC., a Virginia corporation whose mailing address is 814 East Main Street, Richmond, Virginia 23219 (“Buyer”); and LARRY BLUMBERG and BARRY KRASELSKY (collectively, the “Primary Obligors”).

LOAN AGREEMENT
Loan Agreement • January 26th, 2007 • Apple REIT Seven, Inc. • Real estate investment trusts • North Carolina

THIS LOAN AGREEMENT (the “Agreement”) is made as of the 14th day of December, 2006 by and between APPLE REIT SEVEN, INC., a Virginia corporation (the “Company”), and WACHOVIA BANK, NATIONAL ASSOCIATION a national banking association (the “Lender”).

ASSIGNMENT OF CONTRACT
Assignment of Contract • July 26th, 2006 • Apple REIT Seven, Inc. • Real estate investment trusts

THIS ASSIGNMENT (the “Assignment”) is made effective as of this 25th day of April, 2006, by and between APPLE SIX HOSPITALITY, INC., a Virginia corporation (the “Assignor”), and APPLE SEVEN HOSPITALITY TEXAS, L.P., a Virginia limited partnership (collectively, the “Assignee”).

MANAGEMENT AGREEMENT by and between TEXAS WESTERN MANAGEMENT PARTNERS, L.P. as “MANAGER” and APPLE SEVEN SERVICES, L.P. as “OWNER” Dated as of June 6, 2006
Management Agreement • July 26th, 2006 • Apple REIT Seven, Inc. • Real estate investment trusts • Virginia

THIS MANAGEMENT AGREEMENT (“Agreement”) is executed as of the 6th day of June, 2006 (“Effective Date”), by APPLE SEVEN SERVICES, L.P., a Virginia limited partnership (“Owner”), with a mailing address at c/o Apple REIT Companies, 814 East Main Street, Richmond, Virginia 23219, Attention: Krissy Gathright, and TEXAS WESTERN MANAGEMENT PARTNERS, L.P., a Texas limited partnership (“Manager”), with a mailing address at c/o Western International, 13647 Montfort Drive, Dallas, Texas 75240.

ASSIGNMENT AND TRANSFER AGREEMENT
Assignment and Transfer Agreement • August 8th, 2013 • Apple REIT Seven, Inc. • Real estate investment trusts • Virginia

This Assignment and Transfer Agreement (the “Agreement”), dated as of August 7, 2013, by and among APPLE FUND MANAGEMENT, LLC, a Virginia limited liability company (“Apple Fund”), Apple Nine Advisors, Inc., a Virginia corporation (“Advisors”) APPLE REIT NINE, INC., a Virginia corporation (“Apple Nine”).

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