0001193125-13-099960 Sample Contracts

RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: NW Congress Center Manager LLC c/o Northwood Investors LLC
Tenant in Common Agreement • March 11th, 2013 • G REIT Liquidating Trust • Real estate investment trusts • Illinois
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PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS
Purchase Agreement and Escrow Instructions • March 11th, 2013 • G REIT Liquidating Trust • Real estate investment trusts • Illinois

• License Agreement between NNN Congress Center, LLC, NNN Congress Center 1, LLC, NNN Congress Center 2, LLC, NNN Congress Center 3, LLC, NNN Congress Center 4, LLC, NNN Congress Center 5, LLC, NNN Congress Center 6, LLC, NNN Congress Center 7, LLC, NNN Congress Center 8, LLC, NNN Congress Center 10, LLC, NNN Congress Center 11, LLC, NNN Congress Center 12, LLC, NNN Congress Center 13, LLC, NNN Congress Center 14, LLC, NNN Congress Center 15, LLC, NNN Congress Center 16, LLC, NNN Congress Center 17, LLC and GREIT-Congress Center, LLC ( collectively, “Landlord”) and Abovenet Communications dated 1/1/2011.

AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS
Assignment and Assumption Agreement • March 11th, 2013 • G REIT Liquidating Trust • Real estate investment trusts

Assignee hereby accepts the foregoing assignment and agrees to assume and discharge, in accordance with the terms thereof, (a) all of the obligations thereunder from and after the date hereof, including, without limitation, the obligations and duties of Assignor relating to any tenant deposits either assigned to Assignee or for which Assignee received a credit from Assignor pursuant to the Agreement for Purchase and Sale of Real Property and Escrow Instructions entered into by Assignor and Assignee [or a predecessor in interest of Assignee], and (b) all of the lessor’s obligations under the Tenant Leases relating to the physical, environmental or legal compliance status of the Real Property, arising after the date hereof. Assignee agrees to indemnify and hold harmless Assignor from any cost, liability, damage or expense (including reasonable attorneys’ fees) arising out of or relating to Assignee’s failure to perform any of the foregoing obligations.

FIRST AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS
Agreement for Purchase and Sale • March 11th, 2013 • G REIT Liquidating Trust • Real estate investment trusts

THIS FIRST AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS (“First Amendment”) between GREIT-SUTTER SQUARE, LP, a California limited partnership, (“Seller”), G REIT LIQUIDATING TRUST, a Maryland trust (“Seller Guarantor”), and SGR SUTTER SQUARE, LLC, a Delaware limited liability company (“Buyer”) (Seller, Seller Guarantor and Buyer sometimes hereafter referred to individually as “Party” and collectively as “Parties”), is made and entered into as the latest date set forth below.

Assignment and Assumption Agreement
Assignment and Assumption Agreement • March 11th, 2013 • G REIT Liquidating Trust • Real estate investment trusts

This Assignment and Assumption Agreement (this “Assignment”) is made as of this 28th day of December, 2012, by and between GREIT-SUTTER SQUARE, LP, a California limited partnership (“Assignor”), and CHEQUERS-SUTTER SQUARE, LLC, a California limited liability company (“Assignee”).

SECOND AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS
Agreement for Purchase and Sale • March 11th, 2013 • G REIT Liquidating Trust • Real estate investment trusts

THIS SECOND AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS (“Second Amendment”) between GREIT-SUTTER SQUARE, LP, a California limited partnership, (“Seller”), G REIT LIQUIDATING TRUST, a Maryland trust (“Seller Guarantor”), and CHEQUERS SUTTER SQUARE, LLC, a California limited liability company (“Buyer”) (seller, Seller Guarantor and Buyer sometimes hereafter referred to individually as “Party” and collectively as “Parties”), is made and entered into as the latest date set forth below.

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