EX 10.73.2
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT,
made and entered into this 30th day of December
1997, between WEGMAN FAMILY LLC, a New York
limited liability company with an office at 000
Xxxxxx Xxxx, Xxxx. X, Xxxxxxxxx, Xxx Xxxx 00000
("Assignor") and PAINTED POST PARTNERS, a
Washington General Partnership with an office
at 0000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx
Xxxxxxxxxx 00000 ("Assignee").
WITNESSETH:
That Assignor for ten dollars ($10.00) and
other good and valuable consideration, the
receipt and sufficiency of which are hereby
acknowledged, hereby conveys, grants, bargains,
seeks, transfers, sets over, assigns and
delivers to Assignee all of its rights, title
and interest in, to and under that contract
dated December 12, 1996, for the purchase of
certain real estate from Xxxx Xxxxxxxxxx, said
real estate being situate in Lakewood, New
York, containing sixteen and one half (16.5)
acres located at 000 Xxxxxxxxx Xxxxx (the
"Contract"), a true and correct copy of the
same being attached hereto as Exhibit "A".
TO HAVE AND TO HOLD unto Assignee and its
successors and assigns to its and their own use
and benefit forever.
In connection with the assignment and
assumption provided fore herein and as a
material inducement to Assignee to enter into
this Agreement, Assignor does hereby represent
and warrant to Assignee as follows:
1. The Contract is in full force and effect
and has been amended only as set forth in
Exhibit "B".
2. Neither Assignor nor any other party to
the Contract is in default in its obligations
thereunder nor does any event or circumstance
exist as of the date hereof which with the
giving of notice or the passage of time or both
would constitute a default thereunder.
3. None of the conditions to closing set
forth in the contract has been waived by
Assignor except those described in Exhibit "B".
4. Execution, delivery and performance are
within Assignor's powers and have been duly
authorized and are not in contravention of
articles, bylaws or any other undertaking to
which Assignor is a party or by which it is
bound.
Assignee hereby expressly assumes the
obligations and duties of Assignor, from and
after the date hereof, pursuant to said
Contract and agrees to perform the same as
and when due in accordance with and subject
to the terms and conditions of such Contract.
This Assignment is made without recourse
and without any expressed or implied
representation or warranty whatsoever except
those representations and warranties set
fourth herein.
This agreement may be executed in
counterparts, each of which shall be deemed
to be an original, but all of which taken
together shall constitute but one and the
same instrument.
IN WITNESS WHEREOF, Assignor and Assignee
have executed this Assignment and Assumption
Agreement as of the date first above written.
ASSIGNOR:
WEGMAN FAMILY LLC
By: /s/ Xxxxxx X. Xxxxxx
--------------------
----------------
Xxxxxx X. Xxxxxx,
Manager
ASSIGNEE:
PAINTED POST PARTNERS
By: /s/ Xxxxxxx X.
Xxxxxxxxxx
-------------------
-------------------
Name: Xxxxxxx X.
Xxxxxxxxxx
Title: Partner
By: /s/ Xxxxxx X. Xxxx
--------------------
------------------
Name: Xxxxxx X. Xxxx
Title: Partner
