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EXHIBIT 10.8
ASSIGNMENT OF LIMITED PARTNERSHIP INTEREST
THIS ASSIGNMENT OF LIMITED PARTNERSHIP INTEREST ("Assignment") is made
effective the 11th day of June, 1997 from CRESCENT OPERATING, INC.
("Assignor"), a Delaware corporation, to DBL HOLDINGS, INC., a Texas
corporation ("Assignee") whose address is 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxx
Xxxxx, Xxxxx 00000, Attn: Xxxxxx Xxxxxxx.
For Ten Dollars ($10.00) and other good and valuable consideration,
the receipt and sufficiency of which are acknowledged by Assignor, Assignor and
Assignee hereby agree as follows:
1. Transfer and Assignment. Assignor hereby transfers, grants,
bargains, sells, conveys, and assigns to Assignee all of Assignor's interest
(the "Interests") in the limited partnership (the "Partnership") which has been
formed and is existing pursuant to the agreement(s) set forth in Exhibit "A",
together with all of Assignor's rights and interest, as a limited partner or
otherwise, which exist pursuant to each other agreement listed in Exhibit "A"
or which are otherwise related to the Interests transferred hereby, TO HAVE AND
TO HOLD the Interests unto Assignee and its successors and assigns forever.
Assignor and Assignee agree that this Assignment includes all rights and
interests that may be allocable to the Interests including all of Assignor's
proportionate right, title and interest in and to the business, properties and
assets of the Partnership and to the capital, distributions, profits and losses
of the Partnership or its successors, allocable or attributable to the
Interests, as a limited partner in the Partnership or as an assignee of
Assignor's Interests pursuant hereto. Assignee hereby assumes all of
Assignor's obligations accruing under the agreements set forth in Exhibit "A"
or otherwise required by law of a partner owning the Interests.
2. Warranty. Assignor represents and warrants that title to the
Interests is free and clear of all liens, encumbrances, security interests,
restrictions, limitations or other claims of any kind whatsoever arising by,
through or under Assignor and/or Dallas Mavericks, Inc, a Texas corporation
("DMI", Assignor's immediate predecessor in interest with regard to the
Interests), but not otherwise, and Assignor shall warrant and defend the title
of Assignee and its successors and assigns against every person whomsoever
lawfully claiming or to claim the same or any part thereof, by through or under
Assignor and/or DMI, but not otherwise; provided, however, that the warranty
contained herein with regard to the ownership by through or under DMI is
limited to the recourse available to Assignor as to DMI under and pursuant to
that certain "Assignment of Limited Partnership Interest" from DMI to Assignor
dated to be effective April 21, 1997 (the "Prior Assignment").
3. Limitations on Warranties. Any and all warranties made by DMI
to Assignor, if any, pursuant to the Prior Assignment are hereby made and given
to Assignee; provided, however, any representations and warranties are
expressly limited to the warranties contained in paragraph 2, above and such
warranties and no others.
DBL Limited
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4. Miscellaneous.
(a) Assignor hereby grants and transfers to Assignee, its
successors and assigns, to the extent so transferable, right of full
substitution and subrogation and the benefit of and the right to enforce the
covenants and warranties, if any, which Assignor is entitled to enforce with
respect to the Interests.
(b) The reference herein to all liens, encumbrances,
security interests, restrictions, limitations and other claims are for the
purpose of defining the nature and extent of Assignor's warranty and shall not
be deemed to ratify or create any rights in third parties.
(c) Each party hereto agrees to execute, acknowledge and
deliver any and all further instruments and take or perform such other acts as
may be necessary or expedient to fully implement and further the purposes of
this Assignment and the transactions contemplated hereby and to assure to
Assignee or its successors or assigns, all the properties, rights, titles,
interests, estates, remedies, powers and privileges by this instrument granted,
bargained, sold and conveyed, or otherwise vested in Assignee or intended so to
be.
(d) This Assignment may be executed in any number of
counterparts, and each counterpart hereof shall be deemed to be an original
instrument, but all such counterparts shall constitute but one assignment.
(e) This Assignment shall bind and inure to the benefit
of Assignor and Assignee and their respective successors and assigns.
(f) This Assignment shall be governed by and construed
and interpreted in accordance with the substantive laws of the State of Texas.
[SIGNATURE PAGE FOLLOWS]
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EXECUTED this 11th day of June, 1997, to be effective as of June 11th,
1997.
ASSIGNOR:
CRESCENT OPERATING, INC.,
a Delaware corporation
By:
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Name:
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Title:
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ASSIGNEE:
DBL HOLDINGS, INC.,
a Texas corporation
By:
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Name:
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Title:
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EXHIBIT A
DBL PARTNERSHIP INTERESTS/AGREEMENTS
The limited partnership interest in Dallas Basketball Limited, a Texas
limited partnership ("DBL Limited") (the same being a 12.38% limited partnership
interest) and any and all rights and/or obligations related thereto owned or
owing by Crescent Operating, Inc. ("Assignor"), a Delaware corporation, and
described in the following documents, among others:
1. Third Amended and Restated Agreement of Limited Partnership of Dallas
Basketball Limited dated July 1, 1996, among Hillwood DBL, Ltd., a
Texas limited partnership; Hillwood DBL Partners, Inc., a Delaware
corporation ("Hillwood"), as withdrawing general partner; Hillwood
Basketball Partners, Ltd., a Texas limited partnership ("HWLP");
Dallas Mavericks, Inc., a Texas corporation ("DMI"); Xxxxxx X. Xxxxxx
("Xxxxxx"); Xxx Xxxxxxxx ("Xxxxxxxx"); Xxxxx X. Xxxxxx ("Xxxxxx"); and
X.X. Xxxxxxxx & Son Company ("Xxxxxxxx").(1)
2. Registration Rights Agreement dated June 28, 1996, among DBL Limited,
DMI, Carter, Browning, Xxxxxx and Xxxxxxxx;
3. Amended and Restated Right of First Refusal Agreement dated July 1,
1996, among DMI, DBL Limited, Hillwood and HWLP, as amended by that
certain First Amendment to Amended and Restated Right of First Refusal
Agreement dated effective as of May 9, 1997, among Hillwood, HWLP, DBL
Limited, Assignor and Crescent Real Estate Equities Limited
Partnership, a Delaware limited partnership ("Crescent"); provided,
however, that the rights pursuant to Paragraph 3 of such agreement are
not transferred and assigned hereby;
4. Voting Agreement dated effective as of April 21, 1997, among Xxxxxx X.
Xxxxxx, Assignor and Crescent;
5. Agreement and Undertaking dated May 9, 1997, among Crescent, Assignor,
DBL and Hillwood;
6. Consent Agreement dated May 1, 1997, among DMI, Crescent and Hillwood;
7. Agreement and Undertaking among DBL Limited, Crescent, Assignor, DMI,
Xxxxxx-Xxxxxxx Properties, Inc., Xxxxxx X. Xxxxxx, the National
Basketball Association and certain related parties dated May 9, 1997;
and
8. Letter Agreement dated May 9, 1997 between Assignor and DBL;
provided, however, that nothing contained herein shall be construed as
granting any interest in or to any rights pursuant to that certain
Amended and Restated Xxxxx Xxxxxx Agreement Regarding Arena Suite
dated July 1, 1996, among DMI, Hillwood and HWLP.
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(1) DMI transferred and assigned a 4.10% interest in DBL Limited to Xxxxxx
X. Xxxxxxxx and Xxxxxxxx X. Xxxxxxxx pursuant to that certain Assignment of
Partnership Interest and Related Rights dated as of October 28, 1996 (and
assigned seats 50 through 55 in the VIP section to such persons).
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