umh properties lease agreement

Brokers. If applicable, duly completed and signed real estate transfer tax declarations. Conditions to Sellers Obligations. Manufactured home communities provide recession resistant qualities, reliable income streams and the potential for long-term value appreciation. Leases shall mean, collectively, all leases with tenants of the Real Property (but excluding the Ground Lease). Any modifications, amendments or alterations to the MHDA or the LPA affecting UMHs obligations under the ROA with respect to the IN/MI/PA Notes shall require the advance written approval of UMH, which approval will not be unreasonably withheld and, without such approval, any such modification, amendment or alteration will not be effective as against UMH. Sellers U.S. employer tax identification number is __________; and. . An assignment and assumption of the Contracts and the Other Property Rights for the Community (to the extent the same are not transferred by the Deed, Xxxx of Sale or Assignment of Leases) in the form of ExhibitF attached hereto and incorporated herein by this reference (the Assignment of Intangible Property) executed by Seller and/or an affiliate thereof, as the case may be. Escrow Agent as Stakeholder. Any party, by written notice to the other in the manner herein provided, may designate an address different from that set forth below. Allonges and Notes. The Transaction includes an assumption by Buyer of the Repossession Purchase Obligation of Seller and its affiliates that are party to the 21st Agreements with respect to the Recourse Notes and, accordingly, subject to obtaining the consent of 21st to same, Seller shall assign to Buyer and Buyer shall assume from Seller the Repossession Purchase Obligation with respect to the Recourse Notes by execution and delivery of a Repurchase Obligation Agreement in substantially the form attached hereto as Exhibit X (the Repurchase Obligation Agreement); provided that, if 21st requires modifications or changes to the Repurchase Obligation Agreement, Buyer and Seller shall reasonably cooperate with 21st and agree to reasonable modifications and changes to the form of Repurchase Obligation Agreement. In furtherance of the foregoing, UMH agrees that, if, after written demand from 21st, ARC repurchases any of the IN/MI/PA Notes, UMH shall promptly upon written demand from ARC, purchase from ARC each such IN/MI/PA Note for a purchase price equal to the amount paid by ARC to 21st for such IN/MI/PA Note, together with reasonable costs and fees incurred by ARC in its repurchase from 21st. at or within twenty-four (24) months following the consummation of such Change of Control, if Employee (or Employees estate, if After submitting your request, you will receive an activation email to the requested email address. be paid with the first permissible installment on the first day of the seventh month following such termination or earlier upon Employees The Purchase Price shall be paid in accordance with the terms of Section6.2 hereof, and the items to be delivered by Buyer in accordance with the terms of Sections6.4(b) through (k) shall be delivered to Escrow Agent no later than 5:00p.m. Central Time on the last business day prior to the Closing Date. ENTERS INTO NEW REVOLVING CREDIT AGREEMENT (GlobeNewswire) Mar-10-23 04:15PM UMH PROPERTIES, INC. COMPLETES ACQUISITION OF MONTICELLO LAND (GlobeNewswire) 06:10AM . Special Promotion Rental Available. Agent Acknowledgment. Lease Expenses. $ 149,000 Total sales price. If any Home is sold in the ordinary course of business after the date hereof, Buyer shall receive a credit against the Purchase Price at Closing in an amount equal to the net proceeds received by Seller or a Seller Affiliate from such sale; provided that no such credit shall be provided to Buyer in connection with the sale of a Home that is subject to a lease-to-own agreement. Sellers Recertification of Sellers Warranties. ARC REAL ESTATE, LLC As used herein, the following terms shall have the following meanings: Access Agreement shall mean that certain agreement between Seller and Buyer attached hereto as ExhibitL and incorporated herein by this reference, the terms of which shall continue and be fully applicable during the term of this Agreement and, if longer, the term therein specified. Provided all conditions precedent to Buyers obligations hereunder have been satisfied, Buyer agrees to pay the amount specified in Article2 by wire transfer of immediately available funds to the account or accounts designated by Seller for payment of the Purchase Price no later than 12:00 Noon Central Time, as confirmed by transmittal to Seller of the Federal Reserve Wire Reference Number for the transfer. Keys and Original Documents. xpires In either such event, Seller shall have the right (but not the obligation except to the extent required by Section9.2.5 hereof) to cure such misrepresentation or breach and shall be entitled to a reasonable adjournment of the Closing (not to exceed ninety (90) days) for the purpose of such cure. Tax Year shall mean the real estate assessment year (which shall be the calendar year for Property located in Indiana) or school tax year, as the case may be, for the county in which the Community is located. WAIVER OF JURY TRIAL. 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. with the terms of Section 11(a), provided that if a lump sum payment of the Separation Amount described therein would not violate Section The rent roll and operating statements included in the Documents are the same rent roll and operating statements currently used by Seller in the ownership and management of the Community. Bath: 2. 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. Employee Each of Seller and Buyer expressly acknowledges with respect to itself that it has not been represented by a broker with respect to the Transaction or with respect to this Agreement. In addition, UMH owns approximately 2,100 acres of land for the development of new sites. any executive-level benefit plans and programs as may be in effect from time to time, pursuant to the respective terms of such plans the Termination Benefit described in clause (A) of Section 11(a) or to vesting of any unvested stock options or time-based equity or As used herein, the term business day shall mean any day other than a Saturday, Sunday, or any federal holiday or holiday in the State of Pennsylvania. 00-00-000:084. Miscellaneous. Termination equity award with respect to the Corporations common stock that are exempt from Section 409A of the Code, and (iv) reduction of ("UMH"or"theCompany")isapubliclyownedRealEstateInvestment Trust("REIT") operatingsince1968andasapubliccompanysince1985. Attention: President. to the Board was approved by a majority of such incumbent directors or their approved successors; (iv) a merger or consolidation of the Time. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto hereby agree as follows: Assignment. substantially all of the Corporations business and assets (whether directly or indirectly and whether by purchase, merger, consolidation, UMH Properties, Inc. Employees means the employees that are employed at the Communities by Seller. accrued but unreimbursed business expenses, the Accrued but Unpaid Compensation). but not limited to unemployment, disability, or life. Sellers Taxpayer Identification Number. UMH Properties, Inc. Buyer agrees that any such offer shall (i) provide for at least the same base salary received by such Employee from Seller immediately prior to the Closing; and (ii) provide for at least the same terms of incentive compensation (if any), including commissions and bonus, as the terms in effect for such Employee from Seller immediately prior to the Closing. any and all losses, costs, claims, liabilities, expenses, demands or obligations of any kind or nature whatsoever attributable to the Property, whether arising or accruing before, on or after the Closing Date and whether attributable to events or circumstances which have heretofore or may hereafter occur, including, without limitation, all losses, costs, claims, liabilities, expenses, demands and obligations with respect to the structural, physical, and environmental condition of the Property; provided, however, that the release and waiver set forth in this Section4.2(c) is not intended and shall not be construed to affect or impair any rights or remedies that Buyer may have under this Agreement against Seller as a result of a breach of any of Sellers Warranties or of any covenant of Seller expressly set forth in this Agreement. If, at Closing, the real estate tax rate and assessments have not been set for the Tax Year in which the Closing occurs, then the proration of such taxes shall be based upon the rate and assessments for the preceding Tax Year, and such proration shall be final. Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion Witness in such clawback policy. The transformation in their financing over very. 1, 2023; and. NOTICE -- THIS DOCUMENT DOES NOT SELL, CONVEY, TRANSFER, INCLUDE OR INSURE THE TITLE TO THE COAL AND RIGHT OF SUPPORT UNDERNEATH THE SURFACE LAND DESCRIBED OR REFERRED TO HEREIN, AND THE OWNER OR OWNERS OF SUCH COAL HAVE THE COMPLETE LEGAL RIGHT TO REMOVE ALL OF SUCH COAL AND, IN THAT CONNECTION, DAMAGE MAY RESULT TO THE SURFACE OF THE LAND AND ANY HOUSE, BUILDING OR OTHER STRUCTURE ON OR IN SUCH LAND. At UMH Properties, Inc., we promise to treat your data with respect and will not share your information with any third party. These three communities will all be considered for the Joint Venture. the Property without penalty on not more than thirty (30)days advance notice, or is entered into in the ordinary course of business, in accordance with past practices, and is for a term of less than one (1) year. After Closing, Revenues shall not be subject to reproration and Buyer shall have an exclusive right to collect the sums due under the Leases. equivalent of the foregoing); B. pursuant to the terms of this Agreement or otherwise (all such payments and benefits being hereinafter referred to as the Total UMH Properties, Inc., which was organized in 1968, is a public equity REIT that owns and operates 127 manufactured home communities containing approximately 24,000 developed homesites. .. My Commission E Should either party employ attorneys to enforce any of the provisions hereof, the party against whom any final judgment is entered agrees to pay the prevailing party all reasonable costs, charges and expenses, including attorneys fees and expenses and court costs, expended or incurred in connection therewith. An assignment and assumption of the Ground Lease for the Birchwood Farms Community in the form of Exhibit Y attached hereto and incorporated herein by this reference (the Ground Lease Assignment) executed and acknowledged by Seller. THEREFORE, in consideration of the mutual promises and covenants herein contained, the receipt and sufficiency of which are hereby acknowledged regulations and other formal guidance provided by the Internal Revenue Service). NOW, THEREFORE, it is hereby agreed as follows: Assignment. for the purposes therein contained, by signing the name of the _______________, by himself as such ______________________. Non-Foreign Status Affidavit. is the objective of this Agreement to maximize Employees net after-tax benefit if payments or benefits provided under this Agreement For all purposes For U.S. tax purposes (including Section1445 of the Code), the owner of a disregarded entity (which holds legal title to a U.S. real property interest under local law) will be the transferor of the property and not the disregarded entity. and agreements with respect thereto, including, without limitation, the Prior Employment Agreement (it being understood and agreed by That certain survey dated July 30, 2007, prepared by Nederveld, coordinated by International Land Services, Inc., identified as Job Xx. Designation Agreement. Counterparts. in any unvested stock options or time-based equity or equity-based awards (e.g., RSUs, PRSUs, LTIP units, and/or profits interests, as Pursuant to the Purchase Agreement, Seller has agreed to cause Dealership and/or Enspire (collectively, together with any affiliates of Dealership and/or Enspire, referred to herein as "ARC") to assign to Buyer and Buyer has agreed to assume certain obligations of ARC under the Manufactured Home Dealer Agreement between Dealership, ARC Real Estate and ARC Debt and 21st dated January 12, 2010, as amended by that certain First Amendment to Manufactured Home Dealer Agreement dated March 8, 2012 (collectively, and as may be amended from time to time, the "MHDA") and the Loan Purchase Agreement between Enspire, Dealership, ARC Real Estate, ARC Debt and 21st dated September 24, 2010, as amended by that certain First Amendment to Loan Purchase Agreement dated February 7, 2012 (collectively, and as may be amended from time to time, the "LPA") with respect to the Recourse Notes (as such term is defined in the Purchase Agreement) that are secured by liens on certain manufactured homes (each a "Home") located at the Property (collectively, the "Assumed Obligations"). Properties, Inc. under this Agreement, the term Corporation shall include any successor to the Corporations business and assets that 00-00-000:000. Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute Oil, Gas and Mineral Rights shall mean all of sellers right, title and interest in and to all of the oil, gas and other minerals in, on or under and that may be produced from the Real Property. Any reports, repairs or work required by Buyer are the sole responsibility of Buyer, and Buyer agrees that there is no obligation on the part of Seller to make any changes, alterations or repairs to the Property or to cure any violations of Law or to comply with the requirements of any insurer. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. thereto). Ground Lease Security Deposit means four hundred thousand and no/100 dollars ($400,000.00). Assignor hereby assigns, sets over and transfers to Assignee all of its right, title and interest in, to and under the leases (Leases) with the tenants of the Property identified on ExhibitA attached hereto and incorporated herein by this reference. The Assignment of Supplemental Agreements executed by Buyer. The purpose of the joint venture is the greenfield development or acquisition of new manufactured housing communities with an initial capital commitment of up to $170 million. Employee is terminated for Cause, Employee shall not be entitled to receive the Termination Benefit described in clause (A) of Section Such bonus for any calendar year shall be paid in cash no later than March Allentown Memphis, Tennessee Home Prices $ 93,150 + Rental Prices $ 980 + Arbor Estates Doylestown, Pennsylvania Home Prices $ 104,000 + Rental Prices $ 1025 + Auburn Estates Orrville, Ohio Home Prices $ 97,900 + Rental Prices $ 950 + Executive Order 13224. Property information reflects the acquisitions of two communities in Alabama and - 4 - South Carolina completed in January 2021. Enjoy the Area's Beauty. by the parties hereto, the Corporation and Employee agree as follows (the Agreement): The a material breach by the Corporation of this Agreement; provided, That as of the date hereof, _______________________ has transferred, sold, assigned, and conveyed all of its interest in and to the above-described property (the Property) to (the New Owner). deemed to have made any verbal or written representations, warranties, promises or guarantees (whether express, implied, statutory or otherwise) to Buyer with respect to the Property, any matter set forth, contained or addressed in the Documents (including, but not limited to, the accuracy and completeness thereof) or the results of Buyers Due Diligence; and (iii)Buyer has confirmed independently all information that it considers material to its purchase of the Property or the Transaction. | Source: For purposes hereof, a significant portion of a Community shall mean any interest in a Community except a de minimis interest the taking of which has no material effect on the use or operation of such Community. Freehold, NJ 07728 Modification and Waiver. As of the Effective Date, neither Seller nor ARC, nor any of their affiliates, shall have any obligation to UMH with respect to the IN/MI/PA Notes or to any party with respect to the obligations set forth in Section 1.2 above and UMH agrees to indemnify and defend ARC for any loss, cost, damages or claims suffered by or made against ARC and arising out of the MHDA or the LPA with respect to any IN/MI/PA Note. 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. Employee Buyers Financial Condition. with the Corporation from and after the Effective Date and, as of the Effective Date, supersedes all prior discussions, understandings The captions in this Agreement are inserted for reference only and in no way define, describe or limit the scope or intent of this Agreement or of any of the provisions hereof. UMH hereby grants 21st a security interest in the Performance Reserve Fund and any other property pledged by UMH for the benefit of 21st under this ROA or any other agreements between UMH and 21st. as defined in Section 12(a) of this Agreement) in thirty-six (36) consecutive and equal monthly installments (or, in the case of Employees To receive an investor package, please feel free to contact our Investor Relations Department at 732-577-9997 or via e-mail at ir@umh.com. As of the date of this Agreement, the Recourse Notes are owned by 21st Mortgage Corporation, a Delaware corporation (21st) subject to and in accordance with the terms of either (x) a Loan Purchase Agreement dated September 24, 2010 between 21st and Enspire Finance, LLC, a Delaware limited liability company (an affiliate of Seller) and joined by other affiliates of Seller, as amended by that certain First Amendment to Loan Purchase Agreement dated February 7, 2012 (collectively, and as may be amended from time to time, the Loan Purchase Agreement) or (y) a Manufactured Home Dealer Agreement dated January 12, 2010 between 21st, ARC Dealership LLC, a Delaware limited liability company, and ARC Real Estate, LLC, a Delaware limited liability company (each, an affiliate of Seller), as amended by that certain First Amendment to Manufactured Home Dealer Agreement dated March 8, 2012 (collectively, and as may be amended from time to time, the Dealer Agreement). annual target cash bonus for any calendar year under this Agreement shall be equal to 100 percent of Employees base salary as Seller shall retain responsibility for and shall pay when and as due all lease or finder fees and commissions payable with respect to Leases to tenants whose move-in date occurred on or before the date of this Agreement. Agent hereby requests Seller to furnish to Agent Sellers correct taxpayer identification number. Transfer Tax Returns. Scan your signed application, save it as a PDF, and send it via email. Indiana Sales Disclosure Form. Samuel A. Landy, President and Chief Executive Officer, commented UMH is excited to announce this partnership. as Exhibit X reflect the same amounts and percentages, respectively, to which Seller would be subject under the 21st Agreements if Seller were subject to a Repossession Purchase Obligation under the 21st Agreements. Access to the Communities by Buyer or Buyers Representatives shall be governed by, and Buyer covenants to strictly comply with, the Access Agreement. Privacy Policy. PURCHASE AND SALE AGREEMENT. Tax Protests; Tax Refunds and Credits. Subject to Buyers right to terminate this Agreement prior to the expiration of the Due Diligence Period in accordance with the terms of Article4 hereof, Buyer acknowledges and agrees that its obligation to perform under this Agreement is not contingent upon Buyers ability to obtain any (a)governmental or quasi-governmental approval of changes or modifications in use or zoning, or (b)modification of any existing land use restriction, or (c)consents to assignments of any service contracts or other. Buyer shall be responsible for and shall pay when and as due all lease or finder fees and commissions payable with respect to Leases to tenants whose move-in date occurred after the date of this Agreement. Seller represents and warrants to Buyer as follows: Sellers Authorization. and separation agreement becoming effective, shall be accumulated until the sixtieth (60th) day following the termination date and, subject regarding the applicability of Section 280G of the Code and the Excise Tax reasonably selected in good faith by the Corporation (Independent EFFECTIVE AS OF JANUARY 1, 2023. market, (ii) Employee is a specified employee under Section 409A of the Code, and (iii) in the view of the Corporation Issuance and Sale of Shares. Seller and Buyer each agrees that neither this Agreement nor any memorandum or notice hereof shall be recorded, and Buyer agrees (a)not to file any notice of pendency or other instrument (other than a judgment) against the Property or any portion thereof in connection herewith and (b)to indemnify Seller against all Losses incurred by Seller by reason of the filing by Buyer of such notice of pendency or other instrument. All Exhibitsattached hereto shall be incorporated by reference as if set out herein in full. 3499 Route 9 North, Suite 3-C equal to three (3) times (or, in the case of Employees termination due to death or Disability, one (1) times) the sum of (i) Employees Property shall mean, collectively, (a)the Real Property, (b)the Personal Property, (c)Sellers interest as landlord in all Leases, (d)if and to the extent assignable by Seller without any expense to Seller, the Contracts, and (e)the Other Property Rights. The Repurchase Price and the Buyback % reflected on Exhibit B to the form of Repurchase Obligation Agreement attached hereto. 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. the three (3) year anniversary of the Effective Date; provided, however, that this Agreement will be renewed automatically thereafter Agreement shall be binding on and inure to the benefit of and be enforceable by Employees personal and legal representatives, Time is of the essence in the performance of each and every term, condition and covenant contained in this Agreement. related fees and expenses incurred in any later audit) shall be borne solely by the Corporation. the event a Change of Control occurs during the Term of this Agreement and Employees employment with the Corporation is terminated Modification. Employees failure to submit to such usual and customary medical and other examinations shall equity-based awards as described in clause (B) of Section 11(a) and the Corporation shall pay Employee only the Accrued but Unpaid Compensation The Purchase Price, as adjusted for apportionments and other adjustments required under this Agreement, plus any other amounts required to be paid by Buyer at Closing. THIS ASSIGNMENT OF INTANGIBLE PROPERTY (Assignment), is made as of the day of , 20 by and between ___________________________________________, a ______________________ (Assignor) and , a (Assignee). By: 21st Mortgage Corporation, a Delaware corporation, [Each Community as legally described in the Purchase Agreement], ASSIGNMENT AND ASSUMPTION OF GROUND LEASE AND OPTION AGREEMENT. WITNESS WHEREOF, Corporation has by its appropriate officers signed and affixed its seal and Employee has signed and sealed this Agreement. At the Closing, Buyer shall deliver or cause to be delivered the following: Purchase Price. THIS ASSIGNMENT OF SUPPLEMENTAL AGREEMENTS (Assignment) is made as of the day of , 20 by and among ENSPIRE FINANCE LLC, a Delaware limited liability company, ARC DEALERSHIP LLC, a Delaware limited liability company, and , a Delaware limited liability company ( ) (each of the foregoing may be individually referred to as an Assignor, and collectively as Assignors) and , a (Assignee). 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. Assignee accepts the assignment made in Paragraph 1 above, assumes the Ground Lease, agrees to pay all rent and other charges accruing under the Ground Lease from and after the date hereof and agrees to observe and perform all of the other covenants, agreements and obligations to be observed or performed by the lessee under the Ground Lease from and after the date hereof.
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