EXHIBIT 10.28.2
ASSIGNMENT OF LIMITED LIABILITY COMPANY
MEMBERSHIP INTERESTS
This Assignment of Limited Liability Company Membership Interest ("Assignment")
is made this 31st day of December, 2001 by and between Xxxxx X. Xxxxxx, Xx., an
individual ("Assignor") and United Auto Group, Inc., a Delaware corporation
("Assignee").
RECITALS
1. Assignor owns Twenty Percent (20%) of the limited liability company
membership interests (the "Membership Interests") in UAG Cerritos, LLC,
a Delaware limited liability company (the "Company"); and
2. Assignor wishes to assign Twenty Percent (20%) of the Membership
Interests in the Company to Assignee and Assignee wishes to accept such
assignment on the terms set forth herein.
NOW THEREFORE, in consideration of the premises hereof, and for other
good and valuable considerations, the parties hereby agree as follows:
AGREEMENT
1. Assignment. Assignor hereby assigns, transfers and conveys to
Assignee and Assignee hereby accepts such assignment, transfer and
conveyance of the Membership Interests in the Company for payment in
cash of $1,838,000.
2. Ownership. Assignor is the lawful owner of the Membership Interests,
and Assignor has good title to the Membership Interests, free and clear
of any and all mortgages, rights of first refusal or first offer,
security interests liens, mortgages, pledges, charges and similar
restrictions (collectively, "Encumbrances"), and upon completion of the
transaction contemplated by this Agreement, Assignor will transfer to
the Assignee good and valid title to the Membership Interests free and
clear of any Encumbrances.
IN WITNESS WHEREOF, the parties have signed this Assignment effective
the day and year first above written.
ASSIGNOR ASSIGNEE
United Auto Group, Inc.
/s/ Xxxxx X. Xxxxxx, Xx. /s/ Xxxxxx X. Xxxxxxx, Xx.
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Xxxxx X. Xxxxxx, Xx. By: Xxxxxx X. Xxxxxxx, Xx.
Its: Executive Vice President,
General Counsel and
Secretary