FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
Exhibit 10.10
FIRST AMENDMENT TO
PURCHASE AND SALE AGREEMENT
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this Amendment) is made effective as of September 4, 2013 (the Amendment Date), by and between WEST VALLEY DISTRIBUTION ASSOCIATES-I, LP, a Washington limited partnership (Seller), and IIT ACQUISITIONS LLC, a Delaware limited liability company (Buyer).
R E C I T A L S
A. Seller and Buyer previously entered into that certain Purchase and Sale Agreement dated as of August 5, 2013 (the Agreement), pursuant to which Seller agreed to sell, and Buyer agreed to purchase, that certain real property (the Property) situated in the City of Kent, State of Washington, which Property is more particularly described in the Agreement.
B. Seller and Buyer now desire to amend the Agreement, upon the terms and conditions more particularly set forth herein.
A G R E E M E N T
NOW THEREFORE, in consideration of the terms and conditions contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Seller and Buyer hereby agree to amend the Agreement as follows:
1. Definitions. All defined terms used herein without definition shall have the meaning ascribed thereto in the Agreement.
2. Inspection Period. Notwithstanding anything to the contrary in the Agreement, the expiration of the Inspection Period is hereby extended to 5:00 p.m. (Pacific Time) on September 18, 2013, for all purposes of the Agreement.
3. Closing Date. Notwithstanding anything to the contrary in the Agreement, the Closing Date is herby modified to be September 24, 2013, for all purposes of the Agreement
4. Miscellaneous.
(a) Effect of Amendment. Except to the extent the Agreement is modified by this Amendment, the remaining terms and conditions of the Agreement shall remain unmodified and in full force and effect. In the event of conflict, between the terms and conditions of the Agreement and the terms and conditions of this Amendment, the terms and conditions of this Amendment shall prevail and control. As used in the Agreement, all references to this Agreement shall mean and refer to the Agreement as amended by this Amendment.
(b) Entire Agreement. The Agreement, together with this Amendment, embodies the entire understanding between Buyer and Seller with respect to its subject matter and can be changed only by an instrument in writing signed by Buyer and Seller.
(c) Counterparts. This Amendment may be executed in one or more counterparts, including facsimile counterparts or electronic counterparts, each of which shall be deemed an original but all of which, taken together, shall constitute one in the same Amendment.
(d) Applicable Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of Washington without regard to conflicts of law principles.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, Seller and Buyer have executed this Amendment as of the date first written above.
SELLER: | ||||||||||
WEST VALLEY DISTRIBUTION ASSOCIATES-I, LP, | ||||||||||
a Washington limited partnership | ||||||||||
By: | /s/ Nick Westlund | |||||||||
Name: | Nick Westlund | |||||||||
Title: | General Partner | |||||||||
BUYER: | ||||||||||
IIT ACQUISITIONS LLC, | ||||||||||
a Delaware limited liability company | ||||||||||
By: | IIT Real Estate Holdco LLC, | |||||||||
its Sole Member | ||||||||||
By: | Industrial Income Operating Partnership LP, | |||||||||
its Sole Member | ||||||||||
By: | Industrial Income Trust Inc., | |||||||||
its General Partner | ||||||||||
By: | /s/ Andrea Karp | |||||||||
Name: | Andrea Karp | |||||||||
Title: | SVP, Real Estate |
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