Exhibit 99.1
ASSIGNMENT OF PARTNERSHIP INTERESTS
This Assignment of Partnership Interests ("Assignment") is executed
effective as of October 31, 2005, by and among BGO INVESTMENTS., a Texas general
partnership ("Assignor"), and BEHRINGER HARVARD SHORT-TERM OPPORTUNITY FUND I
LP, a Texas limited partnership ("Assignee").
A. Assignor desires to assign to Assignee all of its limited
partnership interest in Behringer Harvard 4245 Central LP, a Texas limited
partnership (the "Partnership"), which interest (the "Transferred Interest") is
equal to 6.25% of the Residual Percentages until the Limited Partners have
received the Threshold Return, and 4.375% of the Residual Percentages after the
Limited Partners have received the Threshold Return, as set forth in the
Partnership's Agreement of Limited Partnership (the "Partnership Agreement");
B. Assignee is willing to accept the assignment of the Transferred
Interest.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Assignor and Assignee do hereby
agree as follows:
1. ASSIGNMENT OF TRANSFERRED INTEREST; REPRESENTATIONS AND
WARRANTIES.
(a) Assignor hereby transfers, assigns and conveys to
Assignee the Transferred Interest and the economic rights and interests
pertaining thereto.
(b) Assignor represents and warrants that (i) the
Transferred Interest is being assigned to Assignee free and clear of any and all
liens, claims and encumbrances and (ii) it has full legal power and authority to
enter into this Assignment and perform its obligations hereunder.
(c) Assignee hereby accepts the transfer, assignment and
conveyance of the Transferred Interest and assumes all of Assignor's obligations
under the Partnership Agreement and agrees to comply with all of the terms of
the Partnership Agreement. Assignee indemnifies Assignor from and against any
and all claims relating to the Transferred Interest arising on or after the
effective date of this Assignment, provided that such indemnification shall not
extend to any tax liability or obligation of Assignor with respect to the
Transferred Interest relating to a period on or prior to the effective date of
this Assignment and arising under any federal, state or local law or regulation.
(d) Assignee represents and warrants that it has full legal
power and authority to enter into this Assignment and perform its obligations
hereunder.
ASSIGNMENT OF PARTNERSHIP INTERESTS - PAGE 1
(e) It is agreed that all representations and warranties
made by any party hereunder shall survive the closing of the assignment of the
Transferred Interest.
2. PURCHASE PRICE. As consideration for the transfer of the
Transferred Interest, Assignee shall pay Assignor the sum of $181,044.37 in
immediately available funds.
3. RELEASE BY THE ASSIGNOR. Assignor hereby irrevocably and
unconditionally releases and forever discharges Assignee and the Partnership
from any and all charges, complaints, claims, liabilities, obligations of
payment or performance, costs, losses and expenses, now or hereinafter existing,
and arising from, related to, or in connection with the Partnership Agreement.
4. RELEASE BY THE ASSIGNEE. Assignee hereby irrevocably and
unconditionally releases and forever discharges Assignor from any and all
charges, complaints, claims, liabilities, obligations of payment or performance,
costs, losses and expenses, now or hereinafter existing, and arising from,
related to, or in connection with the Partnership Agreement.
5. NO THIRD PARTY BENEFICIARY. This Assignment is intended for the
benefit only of the parties hereto, and is not intended to benefit, nor shall it
be construed so as to benefit, any other person or entity.
6. APPLICABLE LAW. This Assignment is governed by and shall be
construed in accordance with the laws of the State of Texas.
7. COUNTERPART EXECUTION. This Assignment may be executed in
multiple counterparts, each of which shall serve as an original for all
purposes, but all counterparts shall be construed together and constitute one
and the same Assignment.
8. SUCCESSORS AND ASSIGNS. This Assignment shall be binding upon,
and shall inure to the benefit of, the parties hereto and their respective
heirs, legal representatives, successors and assigns.
9. MODIFICATION AND WAIVER. No supplement, modification, waiver or
termination of this Assignment or any provisions hereof shall be binding unless
executed in writing by the parties to be bound thereby. No waiver of any of the
provisions of this Assignment shall constitute a waiver of any other provision
(whether or not similar), nor shall such waiver constitute a continuing waiver
unless otherwise expressly provided.
10 CAPITALIZED TERMS. All capitalized terms used in this assignment
and not otherwise defined herein have the meanings assigned to such terms in the
Partnership Agreement.
(Signature pages follow)
ASSIGNMENT OF PARTNERSHIP INTERESTS - PAGE 2
BH 4245 CENTRAL LP_BGO V2
IN WITNESS WHEREOF, the parties have executed this Assignment as of the
day and year first above written.
ASSIGNOR:
BGO INVESTMENTS, a Texas
general partnership
By:
-----------------------------------
Xxxx X. Guest, Partner
ASSIGNMENT OF PARTNERSHIP INTERESTS - PAGE 3
ASSIGNEE:
BEHRINGER HARVARD SHORT-TERM
OPPORTUNITY FUND I LP,
a Texas limited partnership
By: Behringer Harvard Advisors II LP,
its General Partner
By: Behringer Harvard Advisors II LP,
its General Partner
By: Harvard Property Trust, LLC
its General Partner
By:
----------------------------------
Xxxxxx X. Xxxxxxx, III
Executive Vice President
ASSIGNMENT OF PARTNERSHIP INTERESTS - PAGE 4
CONSENT TO TRANSFER
The undersigned Behringer Harvard 4245 Central GP, LLC, the general
partner of the Partnership, hereby consents to the transfer of limited
partnership interests as set forth in the foregoing Assignment and on behalf of
the Partnership unconditionally releases and forever discharges Assignor from
any and all charges, complaints, claims, liabilities, obligations of payment or
performance, costs, losses and expenses to the Partnership, now or hereinafter
existing, and arising from, related to, or in connection with the Partnership
Agreement..
BEHRINGER HARVARD 4245
CENTRAL GP, LLC, a Texas limited
liability company
By:
--------------------------------
Name: Xxxxxx X. Xxxxxxx, III
Title: Secretary
ASSIGNMENT OF PARTNERSHIP INTERESTS - PAGE 5
