EXHIBIT C (3)
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ASSIGNMENT AND ASSUMPTION OF
PURCHASE AGREEMENT AND
JOINT ESCROW INSTRUCTIONS
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This Assignment and Assumption of Purchase Agreement and Joint Escrow
Instructions (the "Assignment") is made and entered into as of this _____
day of March, 1997, by and between OLYMPIA PROPERTIES L.L.C., a Washington
limited liability company (the "Assignor") and RAINIER TEXAS PROPERTIES,
L.P., a Delaware limited partnership, its successors and assigns (the
"Assignee").
WITNESSETH:
WHEREAS, Assignor, as Purchaser, and JMB/Warehouse Associates Limited
Partnership, as Seller, entered into that certain Purchase Agreement and
Joint Escrow Instructions dated as of January 10, 1997 (the "Agreement") as
amended, related to the acquisition of certain industrial properties
located in the Houston area, State of Texas, as more particularly described
in the Agreement; and
WHEREAS, Assignor desires to assign all of its right, title,
privilege and interest in the Agreement to Assignee and Assignee desires to
accept an assignment of the Agreement from assignor.
NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00)
and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto hereby agree as follows:
1. RECITALS. The recitals set forth above are incorporated herein
by this reference with the same force and effect as if fully set forth
hereinafter.
2. ASSIGNMENT. Assignor hereby assigns, transfers, sets over,
grants and conveys unto Assignee, its successors and assigns all of its
right, title, privilege and interest in and to the Agreement.
3. ASSUMPTION. Assignee hereby accepts this Assignment and
assumes all of the obligations of Assignor under the Agreement, and
Assignee hereby agrees to indemnify Assignor against any and all claims,
loss or damage relating to or resulting from the failure of Assignee to
perform its obligations as Purchaser under the Agreement.
4. ASSIGNEES. This Assignment shall be binding upon and shall
inure to the benefit of assignor and Assignee and its successors and
assigns.
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5. COUNTERPARTS. This Assignment may be executed in two or more
counterpart copies, each of which shall be deemed to be an original and all
of which counterparts shall have the same force and effective as if the
parties hereto had executed a single copy of this Assignment.
IN WITNESS WHEREOF, and intending to be legally bound, the
undersigned have executed this Assignment as of the day and year first
above written.
ASSIGNOR:
OLYMPIA PROPERTIES L.L.C., a
Washington limited liability company
By: Bartwood L.L.C., a Massachusetts
limited liability company, managing
member
By: /c/ XXXXXXX X. XXXXX
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Name: Xxxxxxx X. Xxxxx
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Title: Member
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ASSIGNEE:
RAINIER TEXAS PROPERTIES,
L.P., a Delaware limited partnership
By: Bartwood L.L.C., a Massachusetts
limited liability company, general partner
By: /c/ XXXXXXX X. XXXXX
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Name: Xxxxxxx X. Xxxxx
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Title: Member
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