21st shall pay to UMH on a monthly basis interest on the funds on deposit in the Performance Reserve Fund at a fixed rate of six and one half percent (6.5%). Buyer acknowledges and agrees that (i)the Property is being sold, and Buyer shall accept possession of the Property on the Closing Date, AS IS, WHERE IS, WITH ALL FAULTS, with no right of setoff or reduction in the Purchase Price; (ii)except for Sellers Warranties, none of the Seller Parties have or shall be. This Agreement may be amended only in writing signed by both parties hereto. Captions Not Binding; Exhibits. Other Documents. Neither this Agreement nor any provision hereof may be waived, modified, amended, discharged or terminated except by an instrument signed by the party against whom the enforcement of such waiver, modification, amendment, discharge or termination is sought, and then only to the extent set forth in such instrument. If, on or before the Closing Date, (i)Buyer is in default of any of its obligations hereunder, or (ii)the Closing otherwise fails to occur by reason of Buyers failure or refusal to perform its obligations hereunder in a prompt and timely manner, then Seller may elect, as its sole and exclusive remedy, either to (a)terminate this Agreement in its entirety by written notice to Buyer; or (b)waive the condition and proceed to close the Transaction. annual target cash bonus for any calendar year under this Agreement shall be equal to 100 percent of Employees base salary as Email Address: [email protected]. Any notice, request, demand, consent, approval and other communications under this Agreement shall be in writing, and shall be deemed duly given or made at the time and on the date when received by facsimile (provided that the sender of such communication shall orally confirm receipt thereof by the appropriate parties and send a copy of such communication to the appropriate parties within one (1)business day of such facsimile) or when personally delivered as. If at or prior to the Closing, Seller obtains actual knowledge that any of the representations or warranties made herein by Seller are untrue, inaccurate or incorrect in any material respect, Seller shall give Buyer written notice thereof within five (5)business days of obtaining such knowledge (but, in any event, prior to the Closing). The amounts due under this Section 11(a) shall not be any provisions of this Agreement to the contrary, the commencement of payments payable with respect to a termination of employment that time bonus payments for such prior year are made to other executives of the Corporation, and (y) an amount (the Separation Amount) No petition shall have been filed by or against Buyer under the Federal Bankruptcy Code or any similar state or federal Law, whether now or hereafter existing; and. After submitting your request, you will receive an activation email to the requested email address. Agreement at any time in whole or in part, to the extent it deems necessary or advisable to enable Employee to avoid any acceleration The costs of obtaining such determination and all related fees and expenses (including Assignor transfers, assigns and sets over to Assignee all of the right, title and interest of Assignor in and to the Ground Lease including, without limitation, any security deposit held by Landlord for the benefit of Assignor. and the amount of the Excise Tax to which Employee would be subject in respect of such unreduced Total Payments and after taking into Access to the Communities by Buyer or Buyers Representatives shall be governed by, and Buyer covenants to strictly comply with, the Access Agreement. Seller and UMH mutually agree to cooperate at all times from and after the Effective Date with respect to any of the matters described herein, and to execute such further documents as may be reasonably requested for the purpose of giving effect to, evidencing or giving notice of, the transactions evidence by this ROA. for purposes of Section 409A of the Code. (each a Renewal Date) unless (i) the Corporation or Employee has delivered written notice of non-renewal to the other party For purposes of this Agreement, costs and expenses (including reasonable attorneys fees and expenses) incurred in connection with obtaining such tax or assessment refund or credit; second, apportioned between Buyer and Seller as follows: with respect to any refunds or credits attributable to real estate and personal property taxes and other assessments assessed for the Tax Year in which the Closing occurs, such refunds and credits shall be apportioned between Buyer and Seller in proportion to the number of days in such Tax Year that each party owned the Property (with title to the Property being deemed to have passed as of the Cut-Off Time); with respect to any refunds or credits attributable to real estate and personal property taxes and assessments assessed for any Tax Year prior to the Tax Year in which the Closing occurs, Seller shall be entitled to the entire refunds and credits; and. to measure the attainment of performance goals as of the date of termination, based upon an assumption that the applicable performance In Invest in a new manufactured home and find the perfect lot in a UMH Properties, Inc. community. the Termination Benefit described in clause (A) of Section 11(a) or to vesting of any unvested stock options or time-based equity or Buyers Default. Future Cooperation. Applications for all other UHM Properties managed properties: [email protected]. We encourage you to visit our website further where you will find our most recent Annual Report, Drone Videos, Dividend Reinvestment and Stock Purchase Plan description, SEC Filings, and other key information. 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"). Insurance. At UMH Properties, Inc., we promise to treat your data with respect and will not share your information with any third party. 1 to Ground Lease dated June 30, 2005, and (b) Option Agreement dated April 12, 2000, by and between Birchwood Farms Mobile Home Park, Inc., as optioner, and Hometown Birchwood, L.L.C., as optionee, as amended by that certain Amendment No. Certain with the Corporation from and after the Effective Date and, as of the Effective Date, supersedes all prior discussions, understandings In the event UMH is required to repurchase any Home associated with any IN/MI/PA Note, UMH shall take all reasonable actions requested by 21st for an orderly sale of the respective Home to UMH and any such sale and transfer by 21st in connection with such a repurchase shall be without recourse to, or representation or warranty from, 21st. Personal Property. invalidity or unenforceability of any provision of this Agreement, whether in whole or in part, shall not in any way affect the validity or the Corporations assignment to Employee of duties, responsibilities or reporting requirements that are materially inconsistent ground lease rental payments) shall be prorated as of the Cut-Off Time. Subject to performance of Sellers obligations set forth in Section9.2.5 hereto, if Seller is unable or unwilling to so cure any misrepresentation or breach of warranty, then Buyer, as its sole remedy for any and all such materially untrue, inaccurate or incorrect representations or warranties, shall elect either (a)to waive such misrepresentations or breaches of representations and warranties and consummate the Transaction without any reduction of or credit against the Purchase Price, or (b)to terminate this Agreement in its entirety by written notice given to Seller on the Closing Date, in which event this Agreement shall be terminated, the Deposit shall be returned to Buyer and, thereafter, neither party shall have any further rights or obligations hereunder except as provided in any section hereof that by its terms expressly provides that it survives any termination of this Agreement. Maintain the value of your home without the extra need to invest in land with our land-lease communities. There shall be no personal liability on the part of the Designated Representatives arising out of any representations or warranties made herein. Termination Additional Agreements; Further Assurances. 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. UMH agrees, as of the Closing Date, that UMH assumes any and all liability of ARC under Articles 1, 2.2, 3.1, 4, 6, 7, 8, 10 and 11 of the LPA with respect to any Contract (as defined in the LPA) that is a IN/MI/PA Note. Employee and the Corporation now desire to amend and restate the Prior Employment Agreement in its entirety, effective as of January That certain survey dated July 30, 2007, prepared by Xxxxxx Surveying Services, coordinated by XXXxxxxxxxxx, LLC, identified as Project No. Repossession Purchase Obligation). Miscellaneous. Notwithstanding any other provision of this Agreement to the contrary, and in addition to (and not in substitution for) the two 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. equity-based awards as described in clause (B) of Section 11(a) and the Corporation shall pay Employee only the Accrued but Unpaid Compensation Corporation by submitting to the usual and customary medical and other examinations to be conducted by such physicians as the Corporation UMH is also looking at several other deals that fits the Joint Ventures investment criteria that will be considered as potential acquisition opportunities for the Joint Venture. The period during which Employee is employed with the Corporation under Buyer acknowledges and agrees that Seller shall have the right upon written notice to Buyer delivered on or before the expiration of the Due Diligence Period to sell some or all of the Notes to 21st, in which event such sold Notes shall cease to be Notes (as defined herein) and shall become for all purposes hereunder Recourse Notes subject to all of the terms and conditions governing Recourse Notes under this Agreement. Buyers Financial Condition. Each of the parties hereto shall retain this Agreement for a period of four (4)years following the calendar year during which Closing occurs. any other rights Employee may have under this Section 12 and nothing herein shall require the Corporation to adopt any such transaction 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. a change of more than 25 miles in the geographic location of the primary office at which Employee must perform Employees duties Any interest earned on the Deposit shall be considered a part of the Deposit. 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. Publicity. 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 established by the Compensation Committee in consultation with the Employee. Agreement in the event of Employees termination at the time of, or within twenty-four (24) months after, a Change of Control, 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. Seller represents and warrants to Buyer as follows: Sellers Authorization. The Company owns and operates a portfolio of 135 manufactured home communities with approximately 25,700 developed homesites. To the extent a release and separation agreement is required hereunder ___________________________________________, a ______________________. All 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. We have long been advocates for the development of new communities and are pleased to have found a partner who understands and shares our vision. Closing shall mean the closing of the Transaction. That certain survey dated July 30, 2007, prepared by Nederveld, coordinated by International Land Services, Inc., identified as Job Xx. Prior to Closing, the liabilities of the parties shall be governed by Section 8.3.3, Section 8.3.5 and Article10 hereof, as applicable. 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. Bed: 2. December 09, 2021 08:00 ET Leasing and Sales. No petition has been filed by or against Buyer under the Federal Bankruptcy Code or any similar state or federal Law. Binding Effect. Documentation as required by the Title Company to establish the due authorization of Sellers execution of all documents contemplated by this Agreement. If applicable pursuant to Section 5.8 above, the Repurchase Obligation Agreement executed by Buyer. Seller shall not assign to Buyer any deposits which Seller has made with any of the utility services or companies servicing the Property, all of which, together with any amounts on deposit with governmental authorities in connection with development of or improvements to the Property, shall remain the property of Seller. Seller and Buyer each hereby covenant that neither Seller nor Buyer shall issue any Release (as hereinafter defined) with respect to the Transaction whether prior to or after Closing, without the prior consent of the other, except to the extent required by applicable Law. 2. Buyer and Seller hereby agree that the Transaction shall be consummated as follows: Closing Date. If for any reason the Closing does not occur, the Escrow Agent shall deliver the Escrow Deposits and/or all interest earned thereon to Seller or Buyer only upon receipt of a written demand therefor from such party, subject to the following provisions of this Section12.2.2. Employee and the Corporation. unaffiliated third party of outstanding shares of capital stock of the Corporation representing a majority of the then outstanding voting Somerset Estates, a manufactured home community in Somerset, PA, is situated in a rural setting that's still close to cities, activities, shopping and transportation options, including the Pennsylvania Turnpike. Each counterpart will be deemed to be an original instrument and all counterparts taken together will constitute one agreement. FREEHOLD, N.J., Jan. 22, 2019 /PRNewswire/ -- UMH Properties, Inc. (NYSE: UMH) announced that it has been ranked the 7 th largest manufactured home community portfolio owner/operator. Any nonforfeitable benefits payable to Litigation. but which are scheduled to be paid prior to such release and separation agreement becoming effective, shall be accumulated until the 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. Possible Changes to Distributions; Code Section 409A. 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).