Exhibit 2.8
PARTNERSHIP ASSIGNMENT
THIS PARTNERSHIP ASSIGNMENT AGREEMENT (this "Agreement") is made as of
May 1, 2003 between PREIT ASSOCIATES, L.P., a Delaware limited partnership (the
"Assignor") and TREE FARM ROAD, L.P., a Pennsylvania limited partnership (the
"Assignee").
WHEREAS, Assignor and Assignee, as successor by assignment
from Mid-Island Properties, Inc., are parties to a Purchase and Sale Agreement
dated May 1, 2003 ("Sale Agreement") which provides, among other things, for
Assignor to sell to Assignee all of Assignor's right, title and interest in and
to a 50% general partnership interest (the "Interest") in Cambridge Apartments,
a Pennsylvania general partnership ("Partnership");
WHEREAS, Assignor desires to assign to Assignee, and Assignee
desires to accept the assignment of, all of Assignor's Interest in the
Partnership.
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, it is agreed as
follows:
Assignor hereby assigns to Assignee all of Assignor's Interest
for the Purchase Price set forth in the Sale Agreement. Assignee hereby accepts
the assignment of the Interest, assumes all the duties, obligations and
liabilities relating to the Interest arising from and after the date hereof, and
agrees to be the general partner in the Partnership and to be bound by the terms
and provisions of the Partnership Agreement Cambridge Apartments, as the same
may have been amended and may be amended from time to time.
Assignor represents and warrants to the Assignee that it has
good and marketable title to the Interest, free and clear of all security
interests, liens, restrictions, agreements and encumbrances of every sort and
nature and, upon delivery hereof, Assignee will acquire good and marketable
title thereto, free and clear as aforesaid.
Assignor hereby indemnifies and holds harmless Assignee and
the Partnership from and against any and all claims pertaining to the Interest
arising prior to the date hereof. Assignee hereby indemnifies and holds harmless
Assignor and the Partnership from and against any and all claims pertaining to
the Interest arising from and after the date hereof.
This Agreement may be executed in any number of counterparts,
each of which shall be an original, and such counterparts together shall
constitute one and the same instrument.
The parties hereto agree that a facsimile transmission of an
executed counterpart of this Agreement shall have the same binding effect on the
signatory as an executed and delivered original thereof. The parties hereto
further agree, for confirmatory purposes only, to exchange copies of executed
counterpart originals promptly after the aforesaid facsimile transmissions so
that each party may have at least one (1) fully executed original hereof.
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IN WITNESS WHEREOF, this Agreement is duly executed by the parties
hereto as of the date first above written.
ASSIGNOR:
PREIT ASSOCIATES, L.P.
By: Pennsylvania Real Estate Investment
Trust, its general partner
By: Xxxxxxxx X. Xxxxxx
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Xxxxxxxx X. Xxxxxx
President
ASSIGNEE:
TREE FARM ROAD, L.P.
BY: TREE FARM, LLC, its general partner
BY: Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Manager
