ASSIGNMENT OF AGREEMENT OF PURCHASE AND SALE
THIS ASSIGNMENT OF AGREEMENT OF PURCHASE AND SALE dated as of the
twenty-fourth day of July, 1997 (this "Assignment"), by HOMES FOR AMERICA
HOLDINGS, INC., a Nevada corporation (the "Assignor"), to MIDDLEBURY ELKHART,
L.P., an Indiana limited partnership (the "Assignee"), regarding that certain
Agreement of Purchase and Sale dated March 28, 1997, as amended on July 23, 1997
(as amended, the "Purchase Agreement"), by and between Prairie-Middlebury
Associates, as "Seller", and Homes for America Holdings, Inc., as "Purchaser",
regarding the purchase of that certain property therein described as "Prairie
Village Apartments", 740 Prairie / 000 Xxxxxxxxxx, Xxxxxxx, Xxxxxxx 00000 -
Census Tract No. 0019.10 - (the "Property").
IN CONSIDERATION of the covenants, warranties, indemnities, releases,
payments, and other good and valuable consideration, the receipt and sufficiency
of which are acknowledged and accepted by the Assignor, as described in that
certain Agreement of Limited Partnership dated as of July 21, 1997, by and
between Prairie Village - Homes for America, Inc., an Indiana corporation and
wholly owned subsidiary of the Assignor, as the sole general partner of the
Assignee, and the Assignor as sole limited partner of the Assignee, the Assignor
hereby ASSIGNS, TRANSFERS, CONVEYS, and DELIVERS, and the Assignee hereby
accepts, the entire right, title, and interest of the Assignor in the Purchase
Agreement and the Property therein defined (provided that as required by the
Purchase Agreement the Assignor shall remain liable for Purchaser's obligations
thereunder), and their related claims, and its proceeds (together the "Assigned
Property") TO HAVE AND TO HOLD unto the Assignee, its successors and assigns, to
WARRANT and TO FOREVER DEFEND, all and singular, title to the Assigned Property,
unto the Assignee, its successors and assigns, against each and every person
whomsoever lawfully claiming or to claim the Assigned Property, or any part
thereof, by, through, or under the Assignor.
PROVIDED that the Assignor covenants that it will upon request of
Assignee do, execute, acknowledge, and deliver, or will cause to be done,
executed, acknowledged, or delivered, all such further acts, deeds, conveyances,
and assurances as may reasonably be required for the better conveying,
transferring, assuring, and confirming the return of the Assigned Property to
the Assignee.
PROVIDED FURTHER the Assignor represents and warrants to the Assignee
that Assignor (i) has full power and authority to execute, deliver, and perform
its obligations under this Assignment without the consent of any other person or
entity, (ii) its board of directors or corporate governing body has authorized
the execution, delivery, and performance of this Assignment and the consummation
of the transactions contemplated hereby, and (iii) the person executing and
delivering this instrument and any instrument required or contemplated hereby is
and a duly authorized corporate officer or representative with the requisite
power therefor.
IN WITNESS WHEREOF the undersigned authorized representative has
executed and delivered this Assignment intending the Assignor to be legally
bound hereby as and for the day and year first set forth above.
HOMES FOR AMERICA HOLDINGS, INC.
WITNESS:
s/s Xxxxxx X. XxxXxxxxxx By: s/s Xxxxxx X. XxxXxxxxxx
--------------------------- Xxxxxx X. XxxXxxxxxx
Its: President
ACCEPTED BY ASSIGNEE:
MIDDLEBURY ELKHART, L.P.
WITNESS:
By: Prairie Village - Homes for
America, Inc., general partner
s/s Xxxxxx X. XxxXxxxxxx
s/s Xxxxxx X. XxxXxxxxxx
--------------------------
By: s/s Xxxxxx X. XxxXxxxxxx
Xxxxxx X. XxxXxxxxxx
Its: President
