First Amendment to Agreement for Purchase and Sale between Cy-Fair Surgical Properties, Ltd. and HC-11250 Fallbrook Drive, LLC
This amendment updates the original purchase and sale agreement between Cy-Fair Surgical Properties, Ltd. (Seller) and HC-11250 Fallbrook Drive, LLC (Purchaser). It extends the review period for the Purchaser to inspect and evaluate the property until July 25, 2014, and sets the closing date for the transaction on or before July 31, 2014. All other terms of the original agreement remain in effect. The amendment is effective as of July 16, 2014, and is binding on both parties.
Exhibit 10.10
FIRST AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE
THIS FIRST AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE (this Amendment) is made as of the 16 day of July, 2014, by CY-FAIR SURGICAL PROPERTIES, LTD., a Texas limited partnership (Seller), and HC-11250 FALLBROOK DRIVE, LLC, a Delaware limited liability company, (Purchaser).
W I T N E S S E T H:
WHEREAS, Seller and Carter Validus Properties, LLC entered into that certain Agreement for Purchase and Sale dated May 31, 2014 (the Agreement), which was assigned to Purchaser by that certain Assignment of Purchase Agreement (the Assignment) dated June 26, 2014; and
WHEREAS, Seller and Purchaser have agreed to amend the Agreement as set forth herein.
NOW, THEREFORE, for and in consideration of the sum of ten dollars ($10.00), and other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the parties hereby agree as follows:
1. Definitions. All capitalized terms not otherwise defined herein shall have the meaning set forth in the Agreement.
2. Review Period. Section 4.01 is hereby deleted in its entirety and the following is inserted in lieu thereof:
Review Period the period of time following the Effective Date and ending on 5:00 p.m., Tampa, Florida time on July 25, 2014 (the Review Period) to review and approve such items and to conduct such inspections, interviews, tests and audits as Purchaser, in its sole discretion, deems appropriate, including, but not limited to obtaining appraisals, surveys, engineering, work and a Phase I Environmental Audit and a Phase II Environmental Audit. Purchaser shall also have the right to interview the tenants at the Property.
3. Closing. Section 6.01 is hereby deleted in its entirety and the following is inserted in lieu thereof:
Closing Subject to satisfaction or waiver of the Conditions Precedent to Closing set forth in Section 9.05 of this Contract, the purchase and sale of the Property (the Closing) will be held through escrow at the offices of the Title Company and will occur at 11:00 a.m. Tampa, Florida time on or before July 31, 2014.
4. Ratification. The Agreement, as amended and modified hereby, is ratified and confirmed and is in full force and effect according to its terms.
5. Counterparts. This Amendment may be executed by the parties hereto individually or in combination in two (2) or more counterparts, each of which shall be an original, and all of which shall constitute one and the same instrument. Facsimile or scanned and emailed copies of this Amendment shall have the same force and effect as originals.
[Remainder of Page is Intentionally Blank.]
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IN WITNESS WHEREOF, the undersigned have set their hands and seals as of the date first above written.
WITNESSES: | PURCHASER: | |
HC-11250 FALLBROOK DRIVE, LLC, a Delaware limited liability company | ||
/s/ Miles Callahan | By: /s/ John E. Carter | |
Print Name: Miles Callahan | Print Name: John E. Carter | |
Title: CEO | ||
/s/ Anatalia Sanchez | ||
Print Name: Anatalia Sanchez | ||
SELLER: | ||
CY-FAIR SURGICAL PROPERTIES, LTD., a Texas limited partnership | ||
By: Cy Fair Outpatient Care Properties, | ||
/s/ Jonathan B. Campbell | L.L.C., its general partner | |
Print Name: Jonathan B. Campbel | ||
/s/ Rebecca A. Andrews | By: /s/ Jeremy D. Tasset | |
Print Name: Rebecca A. Andrews | Print Name: Jeremy D. Tasset | |
Title: Secretary/Treasurer |
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