EXHIBIT 99.2
XXXX OF SALE AND ASSIGNMENT
This XXXX OF SALE AND ASSIGNMENT (the "Assignment") is made and entered into as
of the 28th day of June, 2006, by and between PORTLAND LOFTS ASSOCIATES LP, a
Delaware limited partnership ("Assignor" or "Seller"), with an address of 00
Xxxxxx Xxxxx Xxxxxx, Xxxxxx, XX 00000 and SP/XXXXXXXX LLC, a Delaware limited
liability company with an address of 00 Xxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000
("Assignee" or "Purchaser").
WHEREAS, Assignor and Assignee have entered into a Purchase and Sale
Agreement dated as of April 14, 2006, (which, together with the exhibits
thereto, is hereinafter referred to as the "Purchase and Sale Agreement") for
the purchase of certain property located at 000 XX Xxxx, Xxxxxxxx, Xxxxxxxxx
Xxxxxx, Xxxxxx (the "Real Property" or the "Land"); and the 89 unit apartment
complex commonly known as the Xxxxxxxx Hardware Lofts, which contains related
improvements, facilities, amenities, structures, driveways and walkways, all of
which have been constructed on the land (collectively, the "Improvements"); and
WHEREAS, the Purchase and Sale Agreement contemplates and provides for
the assignment, transfer and conveyance to Purchaser of certain equipment of
Seller located at the Real Property;
WHEREAS, the Purchase and Sale Agreement contemplates and provides for
the assignment, transfer and conveyance to Purchaser of certain leases and
security deposits of Seller;
WHEREAS, the Purchase and Sale Agreement contemplates and provides for
the assignment, transfer and conveyance to Purchaser of certain contracts of
Seller;
NOW, THEREFORE, in consideration of ONE DOLLAR ($1.00), and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Seller does hereby grant, bargain, sell, transfer, convey, assign
and deliver to Purchaser, as of the date hereof, all of Seller's right, title
and interest, if any, of whatever kind and character, in and to:
(a) any alleys, strips or gores adjoining the Land, and any easements,
rights-of-way or other interests in, on, under or to, any land, highway, street,
road, right-of-way or avenue, open or proposed, in, on, under, across, in front
of, abutting or adjoining the Land, and all right, title and interest of Seller
in any to any awards for damage thereto by reason of a change of grade thereof;
(b) the accessions, appurtenant rights, privileges, appurtenances and
all the estate and rights of Seller in and to the Land and the Improvements as
applicable, or otherwise appertaining to any of the Property as defined in the
Purchase and Sale Agreement;
(c) the personal property (listed in Exhibit A attached hereto), and
all other fixtures, machinery, supplies, equipment and other personal property
owned by Seller and located on or in or used or useable solely in connection
with the Land and Improvements (collectively, the "Personal Property"); and
(d) the Leases (as defined in the Purchase and Sale Agreement), and to
the extent assignable, the Contracts (as defined in the Purchase and Sale
Agreement and attached hereto as
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Exhibit B), any intangible property now or hereafter owned by Seller and used
solely in connection with the Land, Improvements and Personal Property,
including, without limitation, the name of the Property (as defined in the
Purchase and Sale Agreement) and any trademarks, trade names, trade styles,
service marks, software, domain names and web sites related to the Property, all
rights under any certificates of occupancy, licenses, permits and approvals
relating to the Property, data files in Seller's possession containing the
information set forth in the Rent Roll (as attached hereto as Exhibit C), all
contract rights, escrow or security deposits, utility agreements or other rights
related to the ownership of or use and operation of the Property (collectively,
the "Intangible Property").
All of the items described in subparagraphs (a), (b), (c), and (d) above are
collectively the "Transferred Assets."
TO HAVE AND TO HOLD unto Purchaser, its successors and assigns forever
all of the Transferred Assets hereby granted, bargained, sold, transferred,
conveyed, assigned and delivered.
BY ITS ACCEPTANCE OF THIS XXXX OF SALE AND ASSIGNMENT, PURCHASER, FOR
ITSELF AND ITS SUCCESSORS AND ASSIGNS, HEREBY COVENANTS AND AGREES THAT THE SALE
AND TRANSFER OF THE TRANSFERRED ASSETS SHALL BE AS-IS, WHERE-IS, WITH ALL
FAULTS, AND SELLER HEREBY DISCLAIMS ANY AND ALL EXPRESS AND/OR IMPLIED
WARRANTIES RELATING TO THE SALE AND TRANSFER OF THE TRANSFERRED ASSETS,
INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE AND ANY EXPRESS OR IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Assignee accepts the foregoing assignment and assumes and agrees to
perform all the obligations of the Assignor under the Transferred Assets first
arising after the date hereof.
Assignor agrees to indemnify and hold Assignee harmless from and
against all liabilities, costs, damages or expenses (including without
limitation reasonable attorney's fees) arising from Assignor's acts or omissions
under the Transferred Assets with respect to occurrences prior to the date
hereof. Assignee agrees to indemnify and hold Assignor harmless from and against
all liabilities, costs, damages or expenses (including without limitation
reasonable attorney's fees) arising from Assignee's acts or omissions under the
Transferred Assets with respect to occurrences from and after the date hereof.
This Xxxx of Sale and Assignment shall be governed by the laws of the
State of Oregon.
This Xxxx of Sale and Assignment shall be binding upon Purchaser and
its respective successors and assigns.
IN WITNESS WHEREOF, Seller and Purchaser have caused this instrument to be
signed in its name by its proper and duly authorized corporate officer.
SIGNATURES CONTAINED ON THE FOLLOWING PAGES
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PORTLAND LOFTS ASSOCIATES LP
By: HISTORIC PRESERVATION PROPERTIES
1989 LIMITED PARTNERSHIP, as General Partner
By: Boston Historic Partners Limited Partnership,
its General Partner
By: Portfolio Advisory Services, Inc.
its General Partner
By: /s/ Xxxxxxxx X. Xxxxxxxx
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Xxxxxxxx X. Xxxxxxxx, President
and
By: /s/ Xxxxxxxx X. Xxxxxxxx
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Xxxxxxxx X. Xxxxxxxx
its General Partner
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SP/XXXXXXXX LLC, a
Delaware Limited Liability Company
By: SP Multi-Family L.L.C., a
Washington limited liability company,
Member and Manager
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx, Manager
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