EXHIBIT 2.3
ASSIGNMENT AND ASSUMPTION OF PARTNERSHIP INTEREST
THIS ASSIGNMENT AND ASSUMPTION OF PARTNERSHIP INTEREST (this "ASSIGNMENT")
is made and entered into as of October 6, 2000, by and among VANCOUVER
ASSOCIATES, a California limited partnership ("ASSIGNOR") and VANCOUVER MALL
LLC, a Delaware limited liability company ("ASSIGNEE"), with reference to the
following Recitals:
A. Assignor is the owner of that certain partnership interest in Vancouver
Mall, a Washington general partnership (the "PARTNERSHIP"), which interest
includes and comprises an undivided 50% interest in the capital, profits,
distributions, income and distributable cash of the Partnership under the
"Partnership Agreement" (as hereinafter defined) (the "ASSOCIATES PARTNERSHIP
INTEREST"). The Partnership was formed pursuant to that certain Joint Venture
Agreement dated as of September 29, 1975 (as amended, the "PARTNERSHIP
AGREEMENT").
B. Assignor desires to grant, convey, transfer and assign 99% (i.e., an
undivided 49.5% interest in the capital, profits, distributions, income and
distributable cash of the Partnership) of Assignor's right, title and interest
in, to and against the Associates Partnership Interest (such 99% interest is
referred to herein as the "Partnership Interest") to Assignee, and Assignee
desires to accept the same, all upon the terms and conditions herein set forth.
NOW, THEREFORE, in consideration of the foregoing Recitals and the
respective undertakings of the parties hereinafter set forth, and for other good
and valuable consideration, the receipt and sufficiency of which are
acknowledged by the parties hereto, it is herby agreed as follows:
1. ASSIGNMENT AND ACCEPTANCE.
Assignor hereby unconditionally and irrevocably grants, conveys, transfers
and assigns to Assignee all of Assignor's right, title and interest in, to the
Partnership Interest, and Assignee hereby accepts such assignment and agrees to
assume all of the agreements and obligations of Assignor as a general partner of
the Partnership, to the extent, but only to the extent, such obligations accrue
after the date hereof. Assignee is hereby admitted as a general partner of the
Partnership.
2. APPLICABLE LAW; CONSTRUCTION.
This Assignment is to be construed under, governed by, and enforced in
accordance with the laws of the State of Washington. Paragraph headings are
solely for the convenience of the parties and are not a part of this Assignment.
This Assignment shall not be construed as if it had been prepared by one party,
but rather as if it had been prepared by all parties jointly. The provisions of
this Assignment may not be amended or altered except by a written instrument
duly executed by each of the parties hereto.
3. FURTHER ASSURANCES.
Each of the parties hereto hereby covenant and agree, each to the other,
that it will, at any time and from time to time upon the request therefore by
the other party, execute and deliver to the requesting party, its successors and
assigns, any new or confirmatory instruments and take such further acts as the
requesting party may reasonably request to fully evidence the assignment
contained herein and to enable the requesting party, its successors and assigns
to fully realize and enjoy the rights and interests assigned hereby and set
forth herein.
4. SUCCESSORS AND ASSIGNS.
This Assignment shall be binding upon, enforceable by, and shall inure to
the benefit of, the successors and assigns of the Assignor and Assignee,
respectively.
5. COUNTERPARTS.
This Assignment may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which when taken together shall
constitute one and the same instrument. The signature page of any counterpart
may be detached therefrom without impairing the legal effect of the signatures
thereon provided such signature page is attached to any other counterpart
identical thereto except having additional signature pages executed by other
parties to this Assignment attached thereto.
6. PREVAILING PARTIES.
If any action is brought by any party against another party in connection
with the transactions contemplated by this Assignment, the prevailing party
shall be entitled to recover from the other party reasonable attorneys' fees,
costs and expenses incurred in connection with the prosecution or defense of
such action. For purposes of this Assignment, the term "attorneys' fees" or
"attorneys' fees and costs" shall mean the fees and expenses of counsel to the
parties thereto, which may include printing, photostating, duplicating and other
expenses, air freight charges, and fees billed for law clerks, paralegals and
other persons not admitted to the bar but performing services under the
supervision of an attorney.
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IN WITNESS WHEREOF, the parties have executed, or caused their duly
authorized representatives to execute, this Assignment as of the date first
above written.
"ASSIGNOR"
VANCOUVER ASSOCIATES,
a California limited partnership
By: The ▇▇▇▇▇▇ Family Trust Created by
Declaration of Trust Dated November 17,
1993, as Amended, general partner
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇.
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▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇., Trustee
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇, Trustee
By: The ▇▇▇▇▇▇▇ Family Trust Dated April 28,
1987, as Amended, general partner
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee
/s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------------
▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
"Assignor"
By: VANCOUVER ASSOCIATES, a
California limited partnership
By: The ▇▇▇▇▇▇ Family Trust
Created by Declaration of Trust
Dated November 17, 1993, as
Amended, general partner
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇.
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▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇., Trustee
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇, Trustee
By: The ▇▇▇▇▇▇▇ Family Trust Dated
April 28, 1987, as Amended,
General partner
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee
/s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee
"Assignee"
VANCOUVER MALL LLC, a
Delaware limited liability company
By: Westfield America Limited Partnership, a Delaware
limited partnership, its sole member
By: Westfield America, Inc. a Missouri
corporation, its sole general partner
By: /s/ ▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇▇
Title: Secretary
STATE OF ______________)
) ss.
COUNTY OF _____________)
On __________, ____, before me, ________________________________________, Notary
Public, personally appeared __________________________, personally known to me
(or proved to me on the basis of satisfactory evidence) to be the person(s)
whose name(s)_______ subscribed to the within instrument and acknowledged to me
that _____ executed the same in _____ authorized capacity, and that by _____
signature(s) on the instrument the person(s), or the entity upon behalf of which
the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
________________________
Notary Public
My commission expires ________,
STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES )
On October 4, 2000, before me, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Notary Public, personally
appeared ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇ ▇. ▇▇▇▇▇▇▇, personally known to me (or proved
to me on the basis of satisfactory evidence) to be the person(s) whose name(s)
are subscribed to the within instrument and acknowledged to me that they
executed the same in their authorized capacity, and that by their signature(s)
on the instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.
WITNESS my hand and official seal.
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Notary Public
My commission expires August 19, 2003
