ASSIGNMENT AND ASSUMPTION OF AGREEMENT FOR PURCHASE AND SALE OF INTERESTS
EXHIBIT 10.9
This
Assignment and Assumption of Agreement for Purchase and Sale of Interests
(“Assignment”) is
dated as of June 29, 2006 between The Lightstone Group, LLC, a New Jersey
limited liability company (“Assignor”) and
LVP Michigan Multifamily Portfolio LLC, a Delaware limited liability company
("Assignee").
WHEREAS, as of
April 26, 2006, Home Properties, L.P. and Home Properties WMF I, LLC,
collectively, as seller, and Assignor, as purchaser, entered into that certain
Purchase and Sale Agreement (together with all amendments thereto, the
“Agreement”) for
the sale and purchase of certain entities as more particularly described in the
Agreement;
WHEREAS,
Assignor desires to assign to Assignee all of its right, title and interest
under the Agreement to purchase the Interests in the New Companies (each as
defined in the Agreement) listed on Schedule A attached hereto and made a part
hereof (the “REIT
Entities”) which
entities have the allocated values set forth in such schedule.
NOW THEREFORE, in
consideration of Ten ($10.00) Dollars in hand paid by Assignee, the receipt and
adequacy of which are hereby conclusively acknowledged, Assignor does hereby
assign, transfer and set over to Assignee, all of Assignor’s right, title, and
interest in and to the right to purchase the Interests in the REIT Entities
pursuant to the Agreement.
TO HAVE AND TO
HOLD, the
same unto Assignee, its successors and assigns, from and after the date
hereof.
Assignee
hereby assumes the performance of all terms, covenants, and conditions under the
Agreement solely with respect to the REIT Entities on Assignor’s part to be
performed thereunder from and after the date hereof and will perform all of the
terms, conditions, and covenants of such Agreement solely with respect to the
REIT Entities from and after the date hereof, all with the same force and effect
as though the Assignee had signed such Agreement as a party named
therein.
This
Assignment is made without warranty or representation, express or implied, by or
recourse against Assignor of any kind or nature whatsoever.
This
Assignment may be executed in multiple counterparts, each of which shall
constitute an original, and all of which taken together shall constitute but one
agreement.
IN WITNESS WHEREOF, the
Assignor and Assignee have duly executed this Assignment by their respective
duly authorized representatives as of the day first above written.
| ASSIGNOR: | ||
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THE LIGHTSTONE GROUP,
LLC
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| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | |
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Name:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
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| Title: Chief Executive Officer | ||
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ASSIGNEE:
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LVP MICHIGAN MULTIFAMILY
PORTFOLIO LLC
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| By: |
LIGHTSTONE
VALUE PLUS REIT LP,
its sole member
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By:
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| its general partner | ||
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By:
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/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | |
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▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, President
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2
Schedule
A
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CARRIAGE
HILL MI LLC
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$
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7,305,288
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CARRIAGE
PARK MI LLC
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$
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11,346,511
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||
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MACOMB
MANOR MI LLC
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$
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8,471,026
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SCOTSDALE
MI LLC
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$
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15,076,871
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