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EXHIBIT 10.31.2
ASSIGNMENT OF LIMITED LIABILITY COMPANY
MEMBERSHIP INTERESTS
This Assignment of Limited Liability Company Membership Interests ("Assignment")
is made effective this 1st day of March 2001 by and between UAG Connecticut, LLC
("Assignor") and The Xxxxxx Continental Group LLC (Assignee").
RECITALS
1. Assignor owns One Hundred Percent (100%) of the limited liability company
membership interests (the "Membership Interests") in UAG Connecticut I, LLC
f/k/a UAG Connecticut Realty I, LLC (the "Company); and
2. As part of a transaction described in various documents dated March 1, 2001
by and between all or some of Assignee, Assignor, Automotive Group Realty, LLC
("AGR") and UAG Realty, LLC, 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. Subject to the terms of the Transaction Documents, including,
without limitation, the Pledge Agreement dated March 1, 2001 between Assignor,
Assignee and AGR, Assignor hereby assigns, transfers and conveys to Assignee and
Assignee hereby accepts such assignment, transfer and conveyance of the Twenty
Percent (20%) of Membership Interests in the Company.
IN WITNESS WHEREOF, the parties have signed this Assignment effective the day
and year first above written.
ASSIGNOR ASSIGNEE
UAG CONNECTICUT, LLC THE XXXXXX CONTINENTAL
GROUP LLC
/s/ Xxxxxx X. Xxxxxxx, Xx. /s/ Xxxxxxx X. Xxxxxxxxx
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By: Xxxxxx X. Xxxxxxx, Xx. By: Xxxxxxx X. Xxxxxxxxx
Its: Assistant Secretary Its: Manager
