ASSIGNMENT AND ASSUMPTION OF CONTRACT OF SALE
THIS ASSIGNMENT AND ASSUMPTION OF CONTRACT OF SALE (this "Assignment"),
is executed as of the ____ day of December, 1998, by and between HOMES FOR
AMERICA HOLDINGS, INC., a Nevada corporation ("Assignor"), and ARLINGTON/HOMES
FOR AMERICA, INC., a Texas corporation ("Assignee").
W I T N E S S E T H:
WHEREAS, LEGATO INVESTMENTS, INC., a Texas corporation, as seller
("Seller"), and Assignor, as buyer, executed a certain Contract of Sale dated as
of November 2, 1998 (the "Agreement") for the purchase and sale of that certain
real property and improvements having an address at 1129 and 0000 Xxxxxxx
Xxxxxxx Xxxx xx Xxxxxxx Xxxxxx, Xxxxx; and
WHEREAS, Assignor wishes to assign, convey and transfer to Assignee,
all of Assignor's right, title and interest in, to and under the Agreement,
subject to all of the liabilities, duties and obligations under the Agreement of
Assignor under the Agreement and Assignee wishes to accept such assignment and,
in consideration therefor, is willing to accept and assume such liabilities,
duties and obligations.
NOW THEREFORE, for and in consideration of Ten Dollars ($10.00) and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Assignor does hereby grant, bargain, sell, and convey to
Assignee all of Assignor's right, title and interest in the Agreement.
Such assignment of the Agreement by Assignor to Assignee as provided
above is made on the following terms and conditions:
1. Assignee accepts and assumes, all of the right, title and interest
of Assignor in, to and under the Agreement, subject to all of the liabilities,
duties and obligations of the Assignor thereunder and Assignee assumes and
covenants to perform all of the liabilities, duties and obligations hereinabove
assigned. Assignee agrees to indemnify, save, and hold harmless Assignor from
and against any and all loss, liability, claims, or causes of action existing in
favor of or asserted by Seller under the Agreement arising out of or relating to
Assignee's failure to perform any of the obligations of the "Buyer" under the
Agreement.
2. Assignor hereby authorizes and empowers Assignee to accept all
benefits and perform all acts associated with the Agreement in the same manner
and with the same effect as Assignor could have done had this Assignment not
been made.
3. Assignor hereby represents and warrants to Assignee that:
(i) the Agreement, a copy of which has been provided to Assignee, is a
true and complete copy of said Agreement, and the same has not been
further amended or modified.
ASSIGNMENT AND ASSUMPTION OF CONTRACT OF SALE
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133061.1
(ii) Assignor has not previously assigned, transferred or otherwise
disposed of its right, title and interest in, to and under the
Agreement.
4. This Assignment may be signed in several counterparts, each of which
shall be deemed an original, and all such counterparts shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Assignment to
be effective as of the date first set forth above.
ASSIGNOR:
HOMES FOR AMERICA HOLDINGS, INC.,
a Nevada corporation
/s/ Xxxxxx X. XxxXxxxxxx
By: ----------------------------
Xxxxxx X. XxxXxxxxxx,
Chief Executive Officer
ASSIGNEE:
ARLINGTON/HOMES FOR AMERICA, INC.,
a Texas corporation
/s/ Xxxxxx X. XxxXxxxxxx
By: ----------------------------
Xxxxxx X. XxxXxxxxxx,
President
