0001651286-17-000003 Sample Contracts

PROPERTY MANAGEMENT AGREEMENT
Property Management Agreement • January 4th, 2017 • Steadfast Apartment REIT III, Inc. • Real estate investment trusts

THIS PROPERTY MANAGEMENT AGREEMENT (this “Agreement”) is entered into as of December 29, 2016 (the “Effective Date”), by and between STAR III CANYON RESORT, LLC, a Delaware limited liability company (“Owner”), and STEADFAST MANAGEMENT COMPANY, INC., a California corporation (“Manager”).

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CONSTRUCTION MANAGEMENT SERVICES AGREEMENT
Construction Management Services Agreement • January 4th, 2017 • Steadfast Apartment REIT III, Inc. • Real estate investment trusts

THIS CONSTRUCTION MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is entered into as of December 29, 2016 by and between STAR III Canyon Resort, LLC, a Delaware limited liability company (the “Company”), and PACIFIC COAST LAND & CONSTRUCTION, INC., a California corporation (the “Construction Manager”).

AMENDMENT NO. 1 TO THE AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • January 4th, 2017 • Steadfast Apartment REIT III, Inc. • Real estate investment trusts • Delaware

This Amendment No. 1 to the Amended and Restated Advisory Agreement (this “Amendment”) is made and entered into as of January 3, 2017 by and among Steadfast Apartment REIT III, Inc., a Maryland corporation (the “Company”), Steadfast Apartment REIT III Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), and Steadfast Apartment Advisor III, LLC, a Delaware limited liability company (the “Advisor”). The Company, the Operating Partnership and the Advisor are collectively referred to herein as the “Parties.” Capitalized terms used but not defined herein shall have the meaning set forth in the Advisory Agreement (as defined below).

SECOND AMENDMENT TO AGREEMENT OF SALE AND PURCHASE
Agreement of Sale and Purchase • January 4th, 2017 • Steadfast Apartment REIT III, Inc. • Real estate investment trusts

This SECOND AMENDMENT TO AGREEMENT OF SALE AND PURCHASE (“Amendment”), is dated as of December 12, 2016 and entered into by and between Canyon Resort at Great Hills Limited Partnership, a Texas limited partnership, and Wakefield GP Canyon Resort at Great Hills, LLC, a Texas limited liability company (collectively and jointly and severally, “Seller”), and Steadfast Asset Holdings, Inc., a California corporation (“Purchaser”).

ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT
Assignment and Assumption of Purchase Agreement • January 4th, 2017 • Steadfast Apartment REIT III, 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 STAR III CANYON RESORT, LLC, a Delaware limited liability company (“Assignee”), all of Assignor’s rights and obligations under and in regard to that certain Agreement of Sale and Purchase dated November 11, 2016, (as may have been amended or may hereafter be amended, the “Purchase Agreement”), between Wakefield GP Canyon resort at Great Hills, LLC, a Texas limited liability company and Canyon Resort at Great Hills Limited Partnership, a Texas limited partnership (collectively, “Seller”) and Assignor for the purchase and sale of that certain real property located in Austin, Texas, as more particularly described in Exhibit A attached hereto (the “Property”).

AGREEMENT OF SALE AND PURCHASE
Agreement of Sale and Purchase • January 4th, 2017 • Steadfast Apartment REIT III, Inc. • Real estate investment trusts

THIS AGREEMENT OF SALE AND PURCHASE (this "Agreement") is made as of the 11th day of November, 2016 (the “Effective Date”) by and between Steadfast Asset Holdings, Inc., a California corporation ("Purchaser"), and Canyon Resort at Great Hills Limited Partnership, a Texas limited partnership, and Wakefield GP Canyon Resort at Great Hills, LLC, a Texas limited liability company (collectively and jointly and severally, "Seller"), under the following circumstances:

FIRST AMENDMENT TO AGREEMENT OF SALE AND PURCHASE
Agreement of Sale and Purchase • January 4th, 2017 • Steadfast Apartment REIT III, Inc. • Real estate investment trusts

THIS FIRST AMENDMENT TO AGREEMENT OF SALE AND PURCHASE (this “Amendment”) is made and entered into as of December 9, 2016, (the “Effective Date”) by and between Canyon Resort at Great Hills Limited Partnership, a Texas limited partnership, and Wakefield GP Canyon Resort at Great Hills, LLC, a Texas limited liability company (collectively and jointly and severally, "Seller"), and Steadfast Asset Holdings, Inc., a California corporation ("Purchaser").

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