AMENDMENT TO AND ASSIGNMENT OF
PURCHASE AGREEMENT
THIS AGREEMENT is made between and among ANGELES PARTNER XIV, a California
limited partnership ("Seller"), XXXXXX-XXXXXXXXX PARTNERS, an Ohio general
partnership ("Purchaser") and MID-STATES DEVELOPMENT COMPANY, an Ohio general
partnership ("Assignee") effective as of the 27th day of April, 1995.
1. Background. Seller and Purchaser entered into that certain Purchase
Agreement dated March 20, 1995 ("Contract") relating generally to the purchase
and sale of real property, fixtures and personal property referred to therein
collectively as the Property.
2. Closing Date Extended. Section 7.1 of the Contract is amended to
read as follows:
The parties agree to consummate this purchase and sale
and the transaction contemplated hereby (Closing) on
June 15, 1995, or at such earlier time as the parties
may agree. The Closing shall be in the office of the
Title Company in Dayton, Ohio or at such other place as
the parties may agree. Purchaser and Seller agree to
work toward an earlier Closing if conditions precedent
to Closing can be reasonably accomplished by such
earlier date.
3. Substitution of New Purchaser/Assignment and Assumption. Purchaser
assigns all of its interest in and to the Contract to Assignee. The name of
Assignee is hereby substituted as the Purchaser in the Contract, and Assignee
assumes all obligations of Purchaser under the Contract as amended hereby.
Assignee agrees to indemnify and hold Purchaser harmless for any loss, damage or
expense arising from or connected with the Contract or the assignment thereof.
4. Seller's Consent to Assignment and Release of Purchaser. Seller
consents to the assignment of Purchaser's interest in and to the Contract to
Assignee, acknowledges Assignee's assumption of Purchaser's obligations under
the Contract as amended hereby, and in consideration of such assumption,
releases Purchaser from further liability under the Contract as amended hereby.
5. The Contract as amended hereby remains in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
set forth below their respective signatures but effective as of and from the
date first above written.
PURCHASER:
XXXXXX-XXXXXXXXX PARTNERS, an Ohio
general partnership
By:/s/Xxxxxxx X. Xxxxxxxxx
Its General Partner
Date: 4/28/95
ASSIGNEE:
MID-STATES DEVELOPMENT COMPANY, an
Ohio general partnership
By:/s/Xxxxx X. Xxxxxx
Its General Partner
Date: 4/28/95
SELLER:
ANGELES PARTNERS XIV, a California
partnership
By: ANGELES REALTY CORPORATION, II,
its general partner
By:/s/Xxxxxx X. Xxxx, Xx.
Its: CAO/Controller
Date: 5/1/95
