KBS Legacy Partners Apartment REIT, Inc. - FORM 10-K - EX-10.5 - TERMINATION NOTICE OF PURCHASE AND SALE AGREEMENT (WESLEY VILLAGE) - March 10, 2017

Attached files

file filename
EX-32.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 - KBS Legacy Partners Apartment REIT, Inc.kbslegacyq42016exhibit322.htm
EX-99.2 - CONSENT OF CBRE, INC. - KBS Legacy Partners Apartment REIT, Inc.kbslegacyq42016exhibit992.htm
EX-32.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 - KBS Legacy Partners Apartment REIT, Inc.kbslegacyq42016exhibit321.htm
EX-31.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 - KBS Legacy Partners Apartment REIT, Inc.kbslegacyq42016exhibit312.htm
EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 - KBS Legacy Partners Apartment REIT, Inc.kbslegacyq42016exhibit311.htm
EX-23.1 - CONSENT OF ERNST & YOUNG LLP - KBS Legacy Partners Apartment REIT, Inc.kbslegacyq42016exhibit231.htm
EX-21.1 - SUBSIDIARIES OF THE COMPANY - KBS Legacy Partners Apartment REIT, Inc.kbslegacyq42016exhibit211.htm
EX-10.10 - FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (WESLEY VILLAGE) - KBS Legacy Partners Apartment REIT, Inc.kbslegacyq42016exhibit1010.htm
EX-10.9 - FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (WESLEY VILLAGE) - KBS Legacy Partners Apartment REIT, Inc.kbslegacyq42016exhibit109.htm
EX-10.8 - THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (WESLEY VILLAGE) - KBS Legacy Partners Apartment REIT, Inc.kbslegacyq42016exhibit108.htm
EX-10.7 - SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (WESLEY VILLAGE) - KBS Legacy Partners Apartment REIT, Inc.kbslegacyq42016exhibit107.htm
EX-10.6 - REINSTATEMENT NOTICE OF PURCHASE AND SALE AGREEMENT (WESLEY VILLAGE) - KBS Legacy Partners Apartment REIT, Inc.kbslegacyq42016exhibit106.htm
EX-10.4 - PURCHASE AND SALE AGREEMENT (WESLEY VILLAGE) - KBS Legacy Partners Apartment REIT, Inc.kbslegacyq42016exhibit104.htm
EX-10.3 - ADVISORY AGREEMENT - KBS Legacy Partners Apartment REIT, Inc.kbslegacyq42016exhibit103.htm
EX-4.3 - FOURTH AMENDED AND RESTATED DRP - KBS Legacy Partners Apartment REIT, Inc.kbslegacyq42016exhibit43.htm
10-K - FORM 10-K - KBS Legacy Partners Apartment REIT, Inc.kbslegacyq4201610k.htm

Exhibit 10.5
kvcf    
kaplan voekler cunningham & frank PLC
Edward Flanagan
Direct Dial: 804.823.4023
Direct Fax: 804.823.4099
eflanagan@kv-legal.com
January 27, 2017

Via Email and FedEx

KBS LEGACY PARTNERS WESLEY, LP
c/o Legacy Partners, Inc.
4000 E. 3rd Avenue, Sixth Floor Foster City, CA 94404
Attn: Guy K. Hays
E-mail: hays@legacypartners.com

Schultz & Wright, LLP
545 Middlefield Road, Suite 160 Menlo Park, CA 94025
Attn: Anne Keeler Wright, Esq. E-mail: wright@swllp.com


Re: Agreement of Purchase and Sale dated December 29, 2016, (the "Agreement"), by and between KBS LEGACY PARTNERS WESLEY LP, a Delaware limited partnership, and KBS LEGACY PARTNERS WESLEY LAND LLC, a Delaware limited liability company (collectively, "Seller"), and BLUEROCK REAL ESTATE, LLC, a Delaware limited liability company ("Buyer") for acquisition of certain land and improvements described in the Agreement (the "Property")


Ladies and Gentlemen:

Please be advised that, in accordance with Sections 2.5.3 and 2.6.3 of the Agreement, Buyer hereby provides notice of its election to terminate the Agreement as a result of the Survey indicating that multiple buildings are located in the AE flood zone, as previously objected to in the Buyer's notice of Objectionable Title Matters. Pursuant to the terms of Sections 2.5.3 and
2.6.3 of the Agreement, Buyer hereby demands that the entire Earnest Money Deposit currently on deposit with the Escrow Agent be returned to Buyer as the determination that the improvements located at the Property are located in the AE flood zone constitutes a Full Refund Event.




All capitalized terms used in this letter but not otherwise defined will have their same meanings as set forth in the Agreement.



 
Sincerely,

   /s/ S. Edward Flanagan
   S. Edward Flanagan
   Partner



cc:    J. Babb
M. Brown
M. Konig, Esq.
R. MacDonald
H. Wosner
S. Finelli


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