EXHIBIT 10.3
ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT (this
"Assignment") is made and entered into as of the _ day of January, 2004, by and
between MHC OPERATING LIMITED PARTNERSHIP ("ASSIGNEE"), an Illinois limited
partnership having an address of Xxx Xxxxx Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx,
Xxxxxxxx 00000, and DIVERSIFIED INVESTMENTS SERVICES, LLC ("ASSIGNOR"), a
Delaware limited liability company, having an address of 0000 Xxxxxxxxx Xxxx
Xxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxx 00000. Al1 capitalized terms used but not
defined herein shall have the meanings ascribed to such terms in the Agreement
(as hereinafter defined).
R E C I T A L S :
WHEREAS, Assignor and PRVR Limited Partnership, a Delaware limited
partnership, also known as Paradise RV Resort ("SELLER"), are parties to that
certain Purchase and Sale Agreement dated as of October 9, 2003, as amended by
that certain Amendment to Purchase and Sale Agreement dated November 18, 2003
(as amended, the "AGREEMENT");
WHEREAS, the Agreement provides for the purchase by Assignor from
Seller of that certain real property commonly known as Paradise RV Resort in
Peoria, Arizona, and related personal property, as move particularly described
in the Agreement (the "PROPERTY") and
WHEREAS, pursuant to the terms and conditions of that certain Letter
/Agreement dated November 24, 2003 between Assignor and Assignee (the "TRANSFER
LETTER") Assignor wishes to transfer and assign to Assignee all of Assignor's
right, title and interest in, to and under the Agreement, and Assignee wishes to
accept such assignment and assume any and all obligations of Assignor under the
Agreement from and after the date hereof, in accordance with the terms hereof.
NOW, THEREFORE, in consideration of the terms and conditions
hereinafter set forth, the sufficiency of which consideration is hereby
acknowledged, Assignor and Assignee agree as follows:
1. Assignment. Assignor hereby transfers and assigns to Assignee
al1 of Assignor's right, title and interest in, to and under, and all of the
obligations and liabilities of Assignor arising from and after the date hereof
under, the Agreement, a copy of which is (attached as hereto Exhibit A. Assignor
hereby agrees to execute and deliver such further instruments as Assignee may
reasonably require from time to time to effectuate the assignment of the rights
and obligations assigned above, including any required consent of Seller.
2. Acceptance. Assignee hereby accepts the foregoing assignment
by Assignor and assumes all of the obligations and liabilities of Assignor under
the Agreement arising from and after the date hereof.
3. Indemnity. Assignee shall indemnify and hold Assignor harmless
from and against any and all further obligation, duty or liability under the
Agreement, excluding any
liability for personal injury or damage to the Property on account of Assignor's
or its agent's entry onto and testing or inspections of the Property during the
Inspection Period
4. Notices. Assignor and Assignee shall each deliver a copy of
any notice of default or any claim by Seller under the Agreement to the other at
the address set forth above by personal delivery or overnight delivery by a
nationally recognized courier within one (1) business day after receipt thereof
5. Assignor's Representations: Limitations. EXCEPT FOR THE
REPRESENTATIONS AND WARRANTIES ASSIGNOR HEREBY MAKES THAT
(1) Assignor has not previously assigned, transferred or
encumbered all or any portion of its interest in, to
or under the Agreement to any other person or entity.
(2) Assignor is not in default under the Agreement, and
has not received any written notice of default from
Seller, and
(3) Other than as may have been previously disclosed to
Assignee's in writing Seller is not in default under
the Agreement, and Assignor has not given any written
notice of default to Seller, and
(4) Other than any waiver of rights to object to items in
the Commitment and Survey resulting from failure of
Assignor to timely object a said items in the
Commitment and Survey, as provided in the Agreement
(copies of Assignor's Commitment and Survey objection
letter, which were timely delivered to Seller, have
previously been provided to Assignee), Assignor has
not waived in writing any rights of Purchaser under
he Agreement, and the Agreement has not been modified
or amended in writing except as may be provided in
Exhibit A attached hereto,
ASSIGNOR HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY
REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF
ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN,
PAST, PRESENT OR FUTURE
6. Counterparts and Facsimile. This Assignment may be executed in
one or more counterparts, each of which when executed and delivered shall be
deemed an original and all of which together shall constitute one and the same
instrument. An executed facsimile of this Assignment shall be deemed and
original for all purposes.
7. Successors and Assigns. This Assignment shall inure to the
benefit of and shall be binding upon Assignor, Assignee and their respective
successors and assigns.
(Signatures on Following Page)
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IN WITNESS WHEREOF, the parties have caused this Assignment to) be
executed by their respective duly authorized officers as of the date first set
forth above.
ASSIGNEE:
MHC OPERATING LIMITED PARTNERSHIP, an
Illinois limited partnership
By: Manufactured Home Communities, Inc.,
a Maryland corporation, its general
partner
By: ________________________________
Name:
Title:
ASSIGNOR:
DIVERSIFIED INVESTMENTS SERVICES, LLC, a
Delaware limited liability company
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx
Title: Manager
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IN WITNESS WHEREOF, the parties have caused this Assignment to be
executed by their respective duly authorized officers as of the date first set
forth above.
ASSIGNEE:
MHC OPERATING LIMITED PARTNERSHIP, an
Illinois limited partnership
By: Manufactured Home Communities, Inc.,
a Maryland corporation, its general
partner
By: /s/ Xxxxx X. Xxxx
--------------------------------
Name: Xxxxx X. Xxxx
Title: Vice President
ASSIGNOR:
DIVERSIFIED INVESTMENTS SERVICES, LLC, a
Delaware limited liability company
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx
Title: Manager
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EXHIBIT A
PURCHASE AND SALE AGREEMENT
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