Starwood Real Estate Income Trust, Inc. Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 20th, 2017 • Starwood Real Estate Income Trust, Inc. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 2017, by and between Starwood Real Estate Income Trust, Inc., a Maryland corporation (the “Company”), and (“Indemnitee”).

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AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF STARWOOD REIT OPERATING PARTNERSHIP, L.P. A DELAWARE LIMITED PARTNERSHIP DECEMBER 18, 2023
Limited Partnership Agreement • December 18th, 2023 • Starwood Real Estate Income Trust, Inc. • Real estate investment trusts • Delaware

This Amended and Restated Limited Partnership Agreement (this “Agreement”) is entered into as of December 18, 2023, between Starwood Real Estate Income Trust, Inc. a Maryland corporation, as general partner (the “General Partner”) and as a Limited Partner, Starwood REIT Special Limited Partner L.L.C., a Delaware limited liability company (the “Special Limited Partner”) and the Limited Partners party hereto from time to time.

DEALER MANAGER AGREEMENT
Dealer Manager Agreement • December 20th, 2017 • Starwood Real Estate Income Trust, Inc. • Real estate investment trusts • New York

This Dealer Manager Agreement (this “Agreement”) is entered into by and between Starwood Real Estate Income Trust, Inc., a Maryland corporation (the “Company”) and Starwood Capital, L.L.C. (the “Dealer Manager”).

AMENDED AND RESTATED DEALER MANAGER AGREEMENT
Dealer Manager Agreement • February 4th, 2020 • Starwood Real Estate Income Trust, Inc. • Real estate investment trusts • New York
LIMITED PARTNERSHIP AGREEMENT OF STARWOOD REIT OPERATING PARTNERSHIP, L.P. A DELAWARE LIMITED PARTNERSHIP December 15, 2017
Agreement • December 20th, 2017 • Starwood Real Estate Income Trust, Inc. • Real estate investment trusts • Delaware

This Limited Partnership Agreement (this “Agreement”) is entered into as of December 15, 2017, between Starwood Real Estate Income Trust, Inc. a Maryland corporation, as general partner (the “General Partner”) and as a Limited Partner, Starwood REIT Special Limited Partner L.L.C., a Delaware limited liability company (the “Special Limited Partner”) and the Limited Partners party hereto from time to time.

AMENDED AND RESTATED ADVISORY AGREEMENT AMONG STARWOOD REAL ESTATE INCOME TRUST, INC., STARWOOD REIT OPERATING PARTNERSHIP, L.P., AND STARWOOD REIT ADVISORS, L.L.C.
Advisory Agreement • December 18th, 2023 • Starwood Real Estate Income Trust, Inc. • Real estate investment trusts • New York

This Amended and Restated Advisory Agreement (this “Agreement”), dated as of December 18, 2023 (the “Effective Date”), is by and among Starwood Real Estate Income Trust, Inc., a Maryland corporation (the “Company”), Starwood REIT Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), and Starwood REIT Advisors, L.L.C., a Delaware limited liability company (the “Advisor”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 20th, 2017 • Starwood Real Estate Income Trust, Inc. • Real estate investment trusts • New York

THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of December 15 by and among STARWOOD REAL ESTATE INCOME TRUST, INC., a Maryland corporation (the “Company”), STARWOOD REIT SPECIAL LIMITED PARTNER L.L.C., a Delaware limited liability company (the “Special Limited Partner”) and STARWOOD REIT ADVISORS, L.L.C., a Delaware limited liability company (the “Advisor”).

FORM OF SELECTED DEALER AGREEMENT
Selected Dealer Agreement • December 20th, 2017 • Starwood Real Estate Income Trust, Inc. • Real estate investment trusts • New York

Starwood Capital, L.L.C., as the dealer manager (“Dealer Manager”) for Starwood Real Estate Income Trust, Inc. (the “Company”), a Maryland corporation, invites you (“Dealer”) to participate in the distribution of shares of common stock, $0.01 par value per share, of the Company (“Common Stock”) subject to the following terms:

AMENDED AND RESTATED DST DEALER MANAGER AGREEMENT April 9, 2024
DST Dealer Manager Agreement • April 10th, 2024 • Starwood Real Estate Income Trust, Inc. • Real estate investment trusts • New York

This Amended and Restated DST Dealer Manager Agreement (this “Agreement”) is entered into by and among Starwood 1031 Exchange, L.L.C., a Delaware limited liability company (the “Sponsor”), Starwood Capital, L.L.C., a Delaware limited liability company (the “Dealer Manager”) and, solely with respect to its obligations with respect to the OP Unit Investor Servicing Fee set forth in Section 4(c) hereof, Starwood REIT Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”). This Agreement amends and restates in its entirety the DST Dealer Manager Agreement dated as of December 18, 2023, by and among the Sponsor, the Dealer Manager and, solely with respect to its obligations with respect to the OP Unit Investor Servicing Fee, the Operating Partnership.

FIRST AMENDMENT TO HOTEL PURCHASE AND SALE AGREEMENT
Hotel Purchase and Sale Agreement • January 16th, 2019 • Starwood Real Estate Income Trust, Inc. • Real estate investment trusts • Georgia

This First Amendment to Hotel Purchase and Sale Agreement (this “Amendment”) is entered into effective as of October 9, 2018 (the “Effective Date”), between NF II/CI TAMPA AIRPORT, LLC, NF II/CI FORT MYERS GULF CENTER, LLC, NF II/CI LITTLE ROCK, LLC, NF II BEACHWOOD PARK EAST, LLC, HP BOULDER, L.L.C., NF II/CI TAMPA AVION, LLC, NF II/CI KNOXVILLE, LLC, and NF II/CI FORT MYERS AIRPORT, LLC, each a Delaware limited liability company (collectively, “Sellers”), SCG GLOBAL HOLDINGS, L.L.C., a Delaware limited liability company (“Original Buyer”), and SREIT HOTEL HOLDINGS, L.L.C., a Delaware limited liability company (“Buyer Assignee” and, together with Original Buyer, “Buyer”).

TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • October 18th, 2017 • Starwood Real Estate Income Trust, Inc. • Real estate investment trusts • New York

This TRADEMARK LICENSE AGREEMENT (“Agreement”) is effective as of the [ ] day of [ ], 2017 (“Effective Date”) among Starwood Capital Group, L.L.C. (the “Licensor”), on the one hand, and Starwood Real Estate Income Trust, Inc., a corporation organized under the laws of the State of Maryland (the “REIT”), Starwood REIT Operating Partnership, L.P. (the “OP”) Starwood REIT Advisors, L.L.C., a Delaware limited liability company (the “Advisor” and, together with the REIT and the OP, the “Licensees”), on the other hand.

SECOND AMENDMENT TO HOTEL PURCHASE AND SALE AGREEMENT
Hotel Purchase and Sale Agreement • January 16th, 2019 • Starwood Real Estate Income Trust, Inc. • Real estate investment trusts • Georgia

THIS SECOND AMENDMENT TO HOTEL PURCHASE AND SALE AGREEMENT (this “Amendment”) is entered into effective as of November 19, 2018 (the “Effective Date”), between NF II/CI TAMPA AIRPORT, LLC, NF II/CI FORT MYERS GULF CENTER, LLC, NF II/CI LITTLE ROCK, LLC, NF II BEACHWOOD PARK EAST, LLC, HP BOULDER, L.L.C., NF II/CI TAMPA AVION, LLC, NF II/CI KNOXVILLE, LLC, and NF II/CI FORT MYERS AIRPORT, LLC, each a Delaware limited liability company (collectively, “Sellers”), and SREIT HOTEL HOLDINGS, L.L.C., a Delaware limited liability company (“Buyer”).

FOURTH AMENDMENT TO HOTEL PURCHASE AND SALE AGREEMENT
Hotel Purchase and Sale Agreement • January 16th, 2019 • Starwood Real Estate Income Trust, Inc. • Real estate investment trusts • Georgia

This Fourth Amendment to Hotel Purchase and Sale Agreement (this “Amendment”) is entered into effective as of January 14, 2019 (the “Effective Date”), between NF II/CI TAMPA AIRPORT, LLC, NF II/CI FORT MYERS GULF CENTER, LLC, NF II/CI LITTLE ROCK, LLC, NF II BEACHWOOD PARK EAST, LLC, HP BOULDER, L.L.C., NF II/CI TAMPA AVION, LLC, NF II/CI KNOXVILLE, LLC, and NF II/CI FORT MYERS AIRPORT, LLC, each a Delaware limited liability company (collectively, “Sellers”) and SREIT HOTEL HOLDINGS, L.L.C., a Delaware limited liability company (“Buyer”).

AMENDMENT NO. 1 TO THE AMENDED AND RESTATED DEALER MANAGER AGREEMENT
Dealer Manager Agreement • August 12th, 2022 • Starwood Real Estate Income Trust, Inc. • Real estate investment trusts

This Amendment No. 1 to the Amended and Restated Dealer Manager Agreement (this “Amendment”) is made and entered into as of August 12, 2022, by and between Starwood Real Estate Income Trust, Inc. (the “Company”) and Starwood Capital, L.L.C. (the “Dealer Manager,” and together with the Company, the “Parties”). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement (as defined below).

HOTEL PURCHASE AND SALE AGREEMENT by and between THE ENTITIES LISTED ON SCHEDULE I ATTACHED HERETO, each a Seller, and collectively, as Sellers and SCG GLOBAL HOLDINGS, L.L.C., a Delaware limited liability company, as Buyer Effective Date: July 31, 2018
Hotel Purchase and Sale Agreement • January 16th, 2019 • Starwood Real Estate Income Trust, Inc. • Real estate investment trusts • Georgia

THIS HOTEL PURCHASE AND SALE AGREEMENT (this “Agreement”) is made to be effective as of July 31, 2018 (the “Effective Date”), by and between THE ENTITIES LISTED ON SCHEDULE I ATTACHED HERETO (each individually and collectively, as the context so requires, a “Seller” and collectively, “Sellers”) and SCG GLOBAL HOLDINGS, L.L.C., a Delaware limited liability company (“Buyer”).

ESCROW AGREEMENT
Escrow Agreement • October 18th, 2017 • Starwood Real Estate Income Trust, Inc. • Real estate investment trusts • New York

THIS ESCROW AGREEMENT dated as of September 29, 2017 (this “Agreement”), is entered into among Starwood Capital, L.L.C. (the “Dealer Manager”), Starwood Real Estate Income Trust, Inc. (the “Company”) and UMB Bank, N.A., as escrow agent (the “Escrow Agent”).

THIRD AMENDMENT TO HOTEL PURCHASE AND SALE AGREEMENT
Hotel Purchase and Sale Agreement • January 16th, 2019 • Starwood Real Estate Income Trust, Inc. • Real estate investment trusts • Georgia

This Third Amendment to Hotel Purchase and Sale Agreement (this “Amendment”) is entered into effective as of January 10, 2019 (the “Effective Date”), between NF II/CI TAMPA AIRPORT, LLC, NF II/CI FORT MYERS GULF CENTER, LLC, NF II/CI LITTLE ROCK, LLC, NF II BEACHWOOD PARK EAST, LLC, HP BOULDER, L.L.C., NF II/CI TAMPA AVION, LLC, NF II/CI KNOXVILLE, LLC, and NF II/CI FORT MYERS AIRPORT, LLC, each a Delaware limited liability company (collectively, “Sellers”) and SREIT HOTEL HOLDINGS, L.L.C., a Delaware limited liability company (“Buyer”).

TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • December 20th, 2017 • Starwood Real Estate Income Trust, Inc. • Real estate investment trusts • New York

This TRADEMARK LICENSE AGREEMENT (“Agreement”) is effective as of the 15th day of December, 2017 (“Effective Date”) among Starwood Capital Group, L.L.C. (the “Licensor”), on the one hand, and Starwood Real Estate Income Trust, Inc., a corporation organized under the laws of the State of Maryland (the “REIT”), Starwood REIT Operating Partnership, L.P. (the “OP”) Starwood REIT Advisors, L.L.C., a Delaware limited liability company (the “Advisor” and, together with the REIT and the OP, the “Licensees”), on the other hand.

AMENDMENT NO. 1 TO ADVISORY AGREEMENT
Advisory Agreement • March 28th, 2022 • Starwood Real Estate Income Trust, Inc. • Real estate investment trusts

This AMENDMENT NO. 1 TO ADVISORY AGREEMENT (this “Amendment”) effective as of March 23, 2022, is by and between Starwood Real Estate Income Trust, Inc. (the “Company”), Starwood REIT Operating Partnership, L.P. (the “Operating Partnership”) and Starwood REIT Advisors, LLC (the “Advisor”).

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