Exhibit 2.7
ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT
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THIS ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT (the
"Assignment") is made as of this 1st day of May, 2003 by and between MID-ISLAND
PROPERTIES, INC., a Pennsylvania corporation (the "Assignor"), and TREE FARM
ROAD, L.P., a Pennsylvania limited partnership (the "Assignee").
BACKGROUND
A. Assignor and PREIT Associates, L.P., a Delaware limited partnership
(the "Seller") are parties to a certain Purchase and Sale Agreement dated the
date hereof, as amended (the "Agreement of Sale") pursuant to which Seller
agreed to sell and Assignor agreed to purchase Seller's interest in the
Pennsylvania general partnership known as Cambridge Apartments.
B. Pursuant to the Agreement of Sale, Assignor may assign the Agreement
of Sale.
C. Assignor desires to assign to Assignee, and Assignee desires to
accept from Assignor, all of Assignor's right, title and interest in and to the
Agreement of Sale.
NOW, THEREFORE, in consideration of the foregoing background and of the
mutual promises of the parties contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Assignor and the Assignee, intending to be legally bound, hereby agree as
follows:
1. Assignment. The Assignor hereby assigns, transfers, sells and
conveys all of its right, title and interest in and to the Agreement of Sale to
Assignee.
2. Acceptance of Assignment. The Assignee hereby accepts the assignment
by the Assignor of all of the Assignor's right, title and interest in and to the
Agreement of Sale and does hereby assume and agree to fully perform and
discharge all of the Assignor's obligations under Agreement of Sale.
3. Indemnification. The Assignee hereby acknowledges and agrees that
the Assignee shall indemnify, defend and save the Assignor harmless of, from and
against any and all claims, demands, actions, causes of action, suits,
proceedings, damages, liabilities, costs and expenses of every nature whatsoever
which relate to the obligations of the Assignee as Purchaser under the Agreement
of Sale, which accrue from and after the date of this Assignment.
4. Pennsylvania Jurisdiction and Law. This Assignment shall be governed
by, and construed in accordance with, the laws of the Commonwealth of
Pennsylvania. The parties hereto agree that sole and exclusive jurisdiction over
and proper venue relating to any controversy or claim arising out of or relating
to this Assignment or the breach thereof shall reside in the United States
District Court for the Eastern District of Pennsylvania. This Assignment shall
be construed without the aid of any canon, custom or rule of law requiring
construction against the draftsman.
5. Successors and Assigns. This Assignment shall inure to the benefit
of, and be binding upon, the heirs, executors, administrators, successors and
assigns of the respective parties hereto.
6. Headings. Paragraph and Section headings herein shall have
absolutely no legal significance and are used solely for convenience of
reference.
7. Counterparts. This Assignment may be executed in one (1) or more
counterparts and by the different parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original but all of which taken
together shall constitute one (1) and the same agreement. The delivery by any
party hereto of a telecopy or facsimile signature shall have the same legally
binding effect as the delivery of an original signature.
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IN WITNESS WHEREOF, the Assignor and the Assignee have caused this
Assignment to be executed as of the date and year first above written.
ASSIGNOR:
MID-ISLAND PROPERTIES, INC., a
Pennsylvania corporation
By: Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, President
ASSIGNEE:
TREE FARM ROAD, L.P., a Pennsylvania
limited partnership
By: Tree Farm, LLC, a
Delaware limited liability
company, its general partner
By: Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, Manager
