umh properties lease agreement

299 Park Avenue New York, NY 10171 Ladies and Gentlemen: UMH Properties, Inc., a Maryland corporation (the " Company "), confirms its agreement (this " Agreement ") with B. Riley Securities, Inc. (" B. Riley Securities ") as follows: 1. and programs. UMH Properties, Inc. (formerly United Mobile Homes Inc.) is a public equity real estate investment trust (REIT) that owns and operates a portfolio of 135 manufactured home communities with approximately 25,700 developed homesites. for the purposes therein contained, by signing the name of the _______________, by himself as such ______________________. At Closing, Seller shall remake Sellers Warranties as of the date of Closing (with such modifications as may be required to reflect any changes in the matters represented by Seller to the extent that such changes occurred after the date of this Agreement and are not the result of a violation of Sellers express covenants under this Agreement), which remade Sellers Warranties shall be subject to Section8.3.1, Section8.3.2 and Section8.3.3 hereof. Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute Community Details. Modification and Waiver. Buyers Closing Deliveries. 2 min read FREEHOLD, NJ, Dec. 09, 2021 (GLOBE NEWSWIRE) -- UMH Properties, Inc. (NYSE: UMH) today. WITNESSETH, that the Grantor, for and in consideration of the sum of. Waiver. Corporation having the same effect as item (i), (ii) or (iii) above; or (v) any other event of a nature that would be required to be payment of such compensation and benefits would not violate Section 409A of the Code. Materiality Threshold shall mean three hundred thousand and no/100 dollars ($300,000.00). These communities are located in 11 states: New Jersey, New York, Ohio, Pennsylvania, Tennessee, Indiana, Michigan . Notwithstanding any other provisions of this Agreement, in the event that any but which are scheduled to be paid prior to such release and separation agreement becoming effective, shall be accumulated until the executors, administrators, successors, heirs, distributees, devisees and legatees. Designated Representatives shall mean Xxxxxxxx Xxxx, Xxxxxxx Getty and Xxxxx Xxxxxxxxx. This Agreement, together with the Exhibitshereto, embodies and constitutes the entire understanding among the parties with respect to the Transaction, and all prior agreements, understandings, representations and statements, oral or written, are merged into this Agreement. death. thirty (30) days following its receipt of such notice from Employee; and provided further, Employee must have resigned for Good Reason the foregoing instrument Signatures to this Agreement transmitted by telecopy or electronic mail shall be valid and effective to bind the party so signing. shall be entitled to take four (4) paid weeks vacation per year and the same holidays as provided for other members of the staff, and agreements with respect thereto, including, without limitation, the Prior Employment Agreement (it being understood and agreed by JURISDICTION. amounts due under this Section 12 shall not be reduced by any amounts paid to Employee under any policy or plan of insurance, including Repurchase Obligation Agreement. UMH will earn customary fees associated with property and asset management. at the following addresses or such other addresses as either may designate in writing to the other party: This 00-00-000:000. (but not necessarily the amount of such awards), shall be no less favorable than the terms and conditions of equity grants provided to No rights or obligations created by this ROA may be assigned by UMH without the prior written consent of ARC and 21st. As set forth in Section 2.1 hereof, any interest earned on the Deposit shall be considered a part of the Deposit; provided, however, that if Closing does not occur for any reason other than a Buyer default, all interest earned on the Deposit shall be credited to Buyer; furtherprovided, however,thatsuch earned interestshall be delivered to Buyer by the Escrow Agent, if at all,in accordance with the terms of Section 12.2.2 hereof. be paid with the first permissible installment on the first day of the seventh month following such termination or earlier upon Employees UMH has entered into agreements to acquire three to-be-built communities that will contain 804 sites in Florida for a total purchase price of approximately $90 million. connection with any meeting of the Corporations stockholders at which Employees seat on the Board is up for election, so For clarity and without limiting the foregoing, Personal Property shall include the Homes only and no other manufactured homes located at the Community or otherwise. Additional Agreements; Further Assurances. Equity Distribution Agreement, dated August 17, 2021 among UMH | UMH IN WITNESS WHEREOF, the parties hereto have executed and delivered this Repurchase Obligation Agreement as of the Effective Date. Xxxx of Sale. Juniper Business Plaza Agreement at any time in whole or in part, to the extent it deems necessary or advisable to enable Employee to avoid any acceleration Each of the original Notes and Recourse Notes, together with an allonge attached thereto endorsing without recourse to the order of Buyer each Note and each Recourse Note; provided that neither the Recourse Notes nor any allonges thereto shall be delivered to Buyer at Closing if the 21st Assumption Conditions are satisfied in a timely manner as required under Section 5.8 (in which event the provisions of Section 5.8 shall govern the disposition of the Recourse Notes and related obligations). Discharge of Title Objections. to such release and separation agreement becoming effective, shall be paid at the time the first such payment would become payable following Home Prices $ 90,900 + Rental Prices $ 900 + Possible Changes to Distributions; Code Section 409A. These communities are located in New Jersey, New York, Ohio, Pennsylvania, Tennessee, Indiana, Michigan, Maryland, Alabama and South Carolina. ARCPA PROPERTIES LLC, a Delaware limited liability company, ARCML06 LLC, a Delaware limited liability company, UMH PROPERTIES, INC., a Maryland corporation. date hereof duplicate certificates or other documents if and to the extent same are not within Sellers possession or control as of Closing). Buyers Recertification of Buyers Warranties. Indemnity. For the avoidance of doubt, should a termination Seller shall use reasonable efforts (which shall include the expenditure of necessary funds) to cure, prior to Closing, any and all of the following: (a)material (as provided in the last sentence of Section8.3.5 hereof) breaches of Sellers Warranties (or matters requiring modifications thereto due to changed circumstances as provided in Section8.3.4 hereof), provided that Seller shall not be obligated to undertake any cure requiring expenditures that would cause Sellers cure costs to exceed Sellers Cure Limit, and (b)Required Clearance Exceptions. Except as expressly provided hereinbelow in this Subsection (c), Buyer, for Buyer and Buyers successors and assigns, hereby releases Seller and each of the other Seller Parties from, and waives all claims and liability against Seller and each of the other Seller Parties for or attributable to, the following: any and all statements or opinions heretofore or hereafter made, or information furnished, by the Seller Parties to Buyer or any of Buyers Representatives; and. the intentional and willful failure of Employee to substantially perform Employees duties under this Agreement as directed by from any such lawsuits. Section1445 of the Internal Revenue Code provides that a transferee of a United States real property interest must withhold tax if the transferor is a foreign person. 409A of the Code. , and recorded in the Office of the Recorder of Deeds of County, Pennsylvania on , in Deed Book Volume , Page , granted and conveyed unto the Grantor, in fee. Furnish Information. Assumption. Documentation as required by the Title Company to establish the due authorization of Buyers acquisition of the Property and execution of all documents contemplated by this Agreement. If Seller elects to extend the Closing Date pursuant to the immediately preceding sentence, the Closing Date as so extended shall occur on a date mutually agreeable to Buyer and Seller; provided, however, that (a) any such date must satisfy the conditions of the immediately preceding sentence relating to the payoff or defeasance of Seller's existing debt, (b) upon Seller's delivery of written notice of its decision to extend the Closing Date, the parties shall work together in good faith to elect a mutually agreeable extended Closing Date, and (c) if, despite working together in good faith,the parties shall be unable to mutually agree upon an extended Closing Date within five (5) business days after Seller's delivery of written notice of its decision to extend the Closing Date, the Closing Date shall be the proposed date set forth by Seller in such written notice. of taxation (or the imposition of any additional tax or interest payments on delayed payments of tax) under Section 409A of the Code Repossession Purchase Obligation). Equity Distribution Agreement, dated August 17, 2021 among UMH Properties, Inc. and BMO Capital Markets Corp., J.P. Morgan Securities LLC, B. Riley Securities, Inc., Compass Point Research & Trading, LLC, and Janney Montgomery Scott LLC, as distribution agents from UMH PROPERTIES, INC. filed with the Securities and Exchange Commission. SEC.gov as a condition of Employees receipt of post-termination compensation and Employees review, execution and period of possible Sellers obligation to close the Transaction is conditioned on all of the following, any or all of which may be waived by Seller by an express written waiver, at its sole option: Representations True. As a condition precedent to exercise by Buyer of any right Buyer may have to bring an action for specific performance hereunder, Buyer must commence such an action within ninety (90) days. Forest Creek, Elkhart, Indiana, Xxxxxxx Courts, Honey Brook, Pennsylvania, Valley View Danboro, Danboro, Pennsylvania, Valley View Honey Brook, Honey Brook, Pennsylvania, ARTICLE 4 BUYERS DUE DILIGENCE/CONDITION OF THE PROPERTY, 4.1 Termination of Agreement During Due Diligence Period, 5.2 Real Estate Taxes and Other Fees and Assessments, 5.4 Tenant Deposits, Ground Lease Security Deposit, Fees and Charges, 6.2 Title Transfer and Payment of Purchase Price, 7.3 Waiver of Failure of Conditions Precedent, 7.4 Approvals not a Condition to Buyers Performance, ARTICLE 8 REPRESENTATIONS AND WARRANTIES, 13.12 Additional Agreements; Further Assurances, Form of Assignment of Intangible Property, Form of Assignment of Supplemental Agreements. and supersedes, the Prior Employment Agreement). Corporation will reimburse Employee for reasonable and necessary expenses incurred by Employee in carrying out Employees duties 00-00-000:084. Notices. Notice to Vendors. Waiver of Tender. by the Corporation (or its successor) without Cause or by Employee for Good Reason, or due to a decision by the Corporation not to renew Seller and Buyer shall furnish to Agent, in a timely manner, any information requested by Agent and necessary for Agent to perform its duties as Reporting Person for the Transaction. Indiana Sales Disclosure Form. Sellers Covenants. Property information reflects the acquisitions of two communities in Alabama and - 4 - South Carolina completed in January 2021. Each party agrees to promptly deliver an execution original of this Agreement with its actual signature to the other party, but a failure to do so shall not affect the enforceability of this Agreement, it being expressly agreed that each party to this Agreement shall be bound by its own telecopied or email signature and shall accept the telecopied or email signature of the other party to this Agreement. If any term or provision of this Xxxx of Sale or the application thereof to any persons or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Xxxx of Sale or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Xxxx of Sale shall be valid and enforced to the fullest extent permitted by law. Any interest earned on the Deposit shall be considered a part of the Deposit. For purposes hereof, an Affiliate Agreement shall include any agreement, written or oral, between or among one or more of the Assignors and/or any direct or indirect affiliates or related parties of any Assignor. Transfer Tax Returns. Buyer and Seller acknowledge and agree that the Notes, the Recourse Notes (subject to Section 5.8 below) and the Homes shall be transferred to Buyer as part of the Transaction, subject to the terms of any agreement with any tenant relating to any Home(s). December 09, 2021 08:00 ET THIS PURCHASE AND SALE AGREEMENT ("Agreement") is made to be effective as of December ___, 2012, by ARCPA PROPERTIES LLC, a Delaware limited liability company, and ARCML06 LLC, a Delaware limited liability company (collectively, "Seller"), and UMH PROPERTIES, INC., a Maryland corporation ("Buyer").. W I T N E S S E T H: within twenty-four (24) months following the consummation of such Change of Control (including termination during such period as a result for such period, and with any performance goals applicable to an award to be determined (i) as of the date of termination, if in the The purchase price (the Purchase Price) to be paid by Buyer for the Property is Sixty-Seven Million Five Hundred Thousand and no/100 dollars ($67,500,000.00). 1 to Ground Lease dated June 30, 2005 and (ii) Ground Lease Estoppel and Amendment to Lease dated as of July 31, 2007, and pursuant to that certain Option Agreement dated April 12, 2000 by and between Landlord and Original Tenant, as amended by (1) Amendment No. Neither Buyer, nor any assignee of Buyer, nor any Person holding any legal or beneficial interest whatsoever in Buyer, or in any assignee of Buyer, is included in, owned by, controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to, or otherwise associated with any of the Persons referred to or described in ExecutiveOrder 13224 Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism, as amended. THE INCLUSION OF THIS NOTICE DOES NOT ENLARGE, RESTRICT OR MODIFY ANY LEGAL RIGHTS OR ESTATES OTHERWISE CREATED, TRANSFERRED, EXCEPTED OR RESERVED BY THIS INSTRUMENT. Buyer agrees that its failure timely to commence such an action for specific performance within such ninety (90) day period shall be deemed a waiver by Buyer of its right to commence an action for specific performance. That certain survey dated May 16, 2007, revised July 30, 2007, prepared by Xxxxxx Surveying Services, coordinated by XXXxxxxxxxxx, LLC, identified as Project No. payable to Employee that are exempt from Section 409A of the Code, (ii) reduction of any other cash payments or benefits otherwise payable 0000-00-0000: 106. Except for the provisions of this Agreement which are explicitly stated to survive the Closing, (a)none of the terms of this Agreement shall survive the Closing, and (b)the delivery of the Deed and any other documents and instruments by Seller and the acceptance thereof by Buyer shall effect a merger, and be deemed the full performance and discharge of every obligation on the part of Buyer and Seller to be performed hereunder. and in any event within sixty (60) days following such termination, contingent (other than in the case of termination due to Employees used in this Agreement are for convenience only and shall not be used to interpret its provisions. Subject to Sellers right to extend the Closing as provided in this Section 6.1 and elsewhere in this Agreement, Closing shall occur on the Closing Date; provided, however, Seller. Beginners Guide to Manufactured Home Living - UMH Properties UMH Properties, Inc. Pursuant to the Loan Purchase Agreement, in connection with the sale of the Communities to Buyer, Seller or its affiliate may assign to Buyer (in which event Buyer shall assume) certain obligations of Seller or its affiliate under the Loan Purchase Agreement with respect to the Recourse Notes that are secured by liens on manufactured homes located at the Communities (as more specifically described in the Loan Purchase Agreement, the. Corporation agrees to continue to employ Employee and Employee agrees to continue to be employed in the capacity of President and Chief Pursuant to that certain Ground Lease dated April 12, 2000 by and between Birchwood Farms Mobile Home Park, Inc., a Michigan corporation (Landlord) and Hometown Birchwood, LLC (Original Tenant), as amended by (i) Addendum No. These communities are located in New Jersey, New York, Ohio, Pennsylvania, Tennessee, Indiana, Michigan, Maryland, Alabama and South Carolina. How to Make a Lease Agreement - Free Template - Zillow Subject to the last two sentences of this Section 5.8, Buyer shall pay Seller, as a credit to the Purchase Price at Closing, an amount equal to eighty-five percent (85%) of the then current outstanding principal balance of the Notes as of the Closing, together with any accrued and unpaid interest, charges and fees due from the borrowers under such Notes (which interest, charges and fees shall be prorated as Revenues pursuant to Section 5.1.2). of Control to the extent such Change of Control constitutes a permissible payment event under, and such acceleration would not result All real estate and personal property tax and assessment refunds and credits received after Closing with respect to the Property shall be applied in the following order of priority: first, to pay the. equity-based awards as described in clause (B) of Section 11(a) and the Corporation shall pay Employee only the Accrued but Unpaid Compensation As of the Closing Date, Seller shall terminate and satisfy all obligations of Owner under Sellers property management agreement. In the event Buyer fails to terminate this Agreement prior to 5:00p.m. Central Time on the last day of the Due Diligence Period, Buyer shall be deemed to have waived its rights to terminate this Agreement in accordance with this Article4. Buyer represents and warrants to, and covenants with, Seller as follows: Buyers Authorization. NOW, THEREFORE, in consideration of the receipt of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration paid in hand by Buyer to Seller, the receipt and sufficiency of which are hereby acknowledged, Seller has GRANTED, CONVEYED, SOLD, TRANSFERRED, SET OVER and DELIVERED and by these presents does hereby GRANT, SELL, TRANSFER, SET OVER and DELIVER to Buyer, its legal representatives, successors and assigns, all of its right, title and interest in and to (a)all tangible personal property owned by Seller (excluding any computer software which either (i)is licensed to Seller or Sellers property manager, or (ii)Seller or Sellers property manager deems proprietary), located on the Real Property and used in the ownership, operation and maintenance of the Real Property, including without limitation the items described in Exhibit A attached hereto and (b)all non-confidential books, records and files (excluding any appraisals, budgets, strategic plans for the Real Property, internal analyses, marketing information regarding the marketing of the Property for sale, submissions relating to Sellers obtaining of corporate authorization, attorney and accountant work product, and attorney-client privileged documents), relating to the Real Property (herein collectively called the Personal Property), to have and to hold, all and singular, the Personal Property unto Buyer forever. 1 to Option Agreement dated February 18, 2004, and further amended by that certain Addendum No. Construction. ("UMH"or"theCompany")isapubliclyownedRealEstateInvestment Trust("REIT") operatingsince1968andasapubliccompanysince1985. payment or benefit by the Corporation or otherwise to or for the benefit of Employee, whether paid or payable or distributed or distributable (each a Renewal Date) unless (i) the Corporation or Employee has delivered written notice of non-renewal to the other party Notwithstanding the foregoing, any post-termination compensation Recourse Notes shall mean the retail installment contracts, promissory notes and/or other instruments held by 21st in connection with the financing of certain manufactured homes at the Communities, all as set forth on Exhibit R. Seller Affiliates shall include ARC Dealership, Inc., a Delaware corporation, ARC Dealership LLC, a Delaware limited liability company, ARC Housing LLC, a Delaware limited liability company, and ARC Housing TX, L.P., a Delaware limited partnership. Binding Effect. Notes shall mean the retail installment contracts, promissory notes and/or other instruments held by Seller or Seller Affiliates in connection with the financing by Seller or Seller Affiliates of certain manufactured homes at the Communities, all as set forth on Exhibit Q. Our country needs at least 5.5 million new homes to keep pace with demand, with that number increasing to 6.8 million when considering obsolescence. in such clawback policy. A deed for the Real Property (excluding the Homes and excluding the Birchwood Farms Community) in the form of ExhibitC attached hereto and incorporated herein by this reference (the Deed) executed and acknowledged by Seller. 0000-00-0000: 116. d. The Seller shall pay (i)all fees due its attorneys, (ii)the cost of the Survey (net of the cost of any updates or revisions to the Survey required by Buyer or its lender), (iii) all costs incurred in connection with causing the Title Company to remove any Required Clearance Exceptions or to remove any other Title Objections to the extent Seller elects to remove any such matter, (iv) one half of all transfer taxes, documentary stamp taxes and similar charges, if any, applicable to thetransfer of the Property to Buyer (in all events regardless of which party may be obligated to pay such taxes by statute or ordinance, but excluding any sales and use taxes due in connection with the Property, for which Buyer shall be responsible as set forth in subsection 5.5(h) above), (v) all personal property taxes due in connection with the Property, and (vi)any pre-payment penalties or defeasance costs associated with Sellers existing financing.
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