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EXHIBIT 10.2
ASSIGNMENT OF
CONTRACT OF SALE
THIS ASSIGNMENT OF CONTRACT OF SALE ("Assignment"), is made as of this
____ day of February, 1998, by and between NATIONWIDE LIFE INSURANCE COMPANY,
an Ohio corporation ("Seller"), ALCU INVESTMENTS, LTD., a Texas limited
partnership ("Buyer"), and AIP OPERATING, L.P., a Delaware limited partnership
("Assignee") (Seller, Buyer and Assignee are sometimes referred herein,
collectively, as the "Parties"). All initially capitalized terms used herein
which are not otherwise defined herein shall have the meanings ascribed to them
in the Contract of Sale (as such term is defined below).
RECITALS
A. Seller and Buyer have entered into that certain Contract of Sale
("Contract of Sale"), dated as of November ____, 1997, for the sale of
the property described in the Contract of Sale ("Property") located in
the City of Xxxxxxxxxx, County of Dallas, State of Texas and more
particularly described on EXHIBIT A attached hereto.
B. The Parties desire to enter into this Assignment to, among other
things, assign the Buyer's rights and interests in the Contract of
Sale to Assignee and to evidence Assignee's assumption of Buyer's
obligations and liabilities under the Contract of Sale.
ASSIGNMENT:
NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Assignment of Contract of Sale. Buyer hereby assigns and transfers to
Assignee all of Buyer's right, title, claim and interest in and to the Contract
of Sale, the Property, and all sums paid or deposited into escrow or to Seller
by Buyer in connection with the Contract of Sale.
2. Assumption. Assignee hereby acknowledges and agrees to all of the
terms of the Contract of Sale and accepts the foregoing assignment and assumes
and agrees to perform all obligations of Buyer under the Contract of Sale, in
accordance with the terms thereof.
3. Amendment to Contract of Sale. The Contract of Sale is hereby amended
in the following manner:
(i) The term "Buyer" as used in the Contract of Sale is
amended to mean Assignee.
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(ii) All exhibits to the Contract of Sale, as so amended,
shall be signed and delivered by Seller and Assignee in accordance
with the terms of the Contract of Sale.
4. Ratification of Agreements. Except as expressly amended and modified
under this Amendment, the Parties hereby ratify and affirm the terms and
provisions of the Contract of Sale in their entirety.
5. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Texas.
IN WITNESS WHEREOF, the parties have executed this Assignment as of
the day and year first above written.
BUYER: ALCU INVESTMENTS, LTD.,
a Texas limited partnership
By: FJM, Inc., a Texas corporation
General Partner
By: /s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx
President
ASSIGNEE: AIP OPERATING, L.P.,
a Delaware limited partnership
By: AMERICAN INDUSTRIAL PROPERTIES REIT,
a Texas real estate investment trust
General Partner
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
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Title: V.P.
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SELLER: NATIONWIDE LIFE INSURANCE COMPANY,
an Ohio corporation
By: /s/ XXXXXX X. XxXXXXXXX
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Name: Xxxxxx X. XxXxxxxxx
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Title: Vice President
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ASSIGNMENT OF CONTRACT OF SALE
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