Exhibit 10.180
ASSIGNMENT AND ASSUMPTION AGREEMENT
(Purchase and Sale Agreement)
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") is made and entered
into as of the 26th day of May, 2004, by and between PINE RIDGE PLAZA, LLC, a
Missouri limited liability company ("Assignor"), and Xxxxx X. XxXxxxxx and Xxxx
X. Xxxxxx, Co-Trustees of the XXXXX X. XXXXXXXX REVOCABLE TRUST U.T.A. dated
February 28, 1994, as amended; Xxxx X. Xxxxxx and Xxxxx X. XxXxxxxx, Co-Trustees
of the XXXX X. XXXXXX REVOCABLE TRUST U.T.A. dated February 28, 1994, as
amended; X.X. INVESTMENTS, L.P., a Missouri limited partnership; Xxxxxx X.
Xxxxxx, Trustee of the XXXXXX X. XXXXXX TRUST U.T.A. dated June 29, 1993, as
amended and restated; XXXXXXXX X. XXXXXX; Xxxxxx X. Xxxxxx, Trustee of the
XXXXXX X. XXXXXX GST TRUST U.T.A. dated February 5, 1993; Xxxxxx X. Xxxxxx,
Trustee of the XXXX X. XXXX GST TRUST U.T.A. dated February 5, 1993; Xxxxxx X.
Xxxxxx, Trustee of the XXXX X. XXXXXX GST TRUST U.T.A. dated February 5, 1993;
Xxxxxx X. Xxxxxx, Trustee of the XXXX X. XXXXXX GST TRUST U.T.A. dated February
5, 1993; Xxxxxx X. Xxxxxx, Trustee of the XXXXXXXX X. XXXXXX GST TRUST U.T.A.
dated February 5, 1993; Xxxx X. Xxxxxx, Trustee of the XXXX X. XXXXXX TRUST
U.T.A. dated June 24, 1998; Xxxxxxxx Xxxxxx, Trustee of the XXXXXXXX XXXXXX
TRUST U.T.A. dated June 24, 1998; XXXXXX X. XXXXXX; Xxxxx X. Xxxxx, Trustee of
the XXXXX X. XXXXX RESTATED TRUST U.T.A. dated January 5, 1996, as amended;
Xxxxx X. Xxxxx, Trustee of the XXXXX X. XXXXX TRUST U.T.A. dated January 10,
1996, as amended; Xxxxx X. Xxxxxx, Trustee of the XXXXX X. XXXXXX REVOCABLE
TRUST U.T.A. dated January 2, 1996; XXX XXXXXXX; and XXXX XXXXXXXX (collectively
referred to as "Assignees").
WHEREAS, Assignor and Inland Real Estate Acquisitions, Inc. ("Seller")
entered into a certain Purchase and Sale Agreement dated February 26, 2004, as
amended by a First Amendment to Purchase and Sale Agreement dated March 30, 2004
(collectively referred to as the "Contract") (a copy of the Contract is attached
hereto as EXHIBIT "A" and incorporated herein by reference); and
WHEREAS, Assignor has the right to assign its rights under the Contract;
and
WHEREAS, Assignor wishes to assign all of its rights, duties and
obligations in the Contract to the Assignees, and Assignees wish to obtain
Assignor's rights under the Contract.
NOW, THEREFORE, in consideration of the premises and the mutual promises
set forth below, the parties agree as follows:
1. The foregoing recitals are hereby incorporated by reference.
2. Assignor does hereby GRANT, BARGAIN, ASSIGN, TRANSFER, CONVEY AND
DELIVER to Assignees all of its right, title and interest in and to the
Contract.
3. Assignees hereby accept the foregoing assignment and hereby assume and
agree to perform any and all obligations of Assignor required to be performed
under the Contract.
4. Assignees will indemnify and hold Assignor harmless from all claims,
liabilities, loss, cost, damage or expense, including reasonable attorneys' fees
that may at any time be incurred by Assignor arising out of or in any way
connection with Assignees' failure to perform the Contract, the transaction
contemplated hereunder, or Assignees' acquisition or ownership of any property
under the Contract.
5. This Agreement may be executed in multiple counterparts, all of which
counterparts together shall constitute one and the same Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above written.
PINE RIDGE PLAZA, LLC,
a Missouri limited liability company
By: /s/ Xxxxx X. Xxxxx, Manager
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Xxxxx X. Xxxxx, Manager
ASSIGNOR
By: /s/ Xxxxxxxxx X. Xxxxxxxx
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Xxxxxxxxx X. Xxxxxxxx, Attorney-in-Fact for the
Assignees, pursuant to Agreement Among
Tenants In Common dated May 26, 2004
ASSIGNEES
