Exhibit 99.1
ASSIGNMENT OF PARTNERSHIP INTERESTS
This Assignment of Partnership Interests ("Assignment") is executed as
of this _____ day of May, 2005, by and among XXXXXXX PLAZA, LTD., a Texas
limited partnership ("Xxxxxxx Plaza"), and DUNHILL PARTNERS, INC., a Texas
corporation ("DPI") (Xxxxxxx Plaza and DPI shall sometimes be referred to
collectively as "Assignor"), and BEHRINGER HARVARD SHORT-TERM OPPORTUNITY FUND I
LP, a Texas limited partnership ("Assignee").
W I T N E S S E T H:
WHEREAS, Xxxxxxx Plaza desires to assign to Assignee its Class A limited
partnership interest in Behringer Harvard Plaza Xxxxxxxx XX, a Texas limited
partnership (the "Partnership"), which interest (the "Xxxxxxx Plaza Interest")
is equal to 14.29% of the Residual Percentages, as set forth in the
Partnership's Agreement of Limited Partnership (the "Partnership Agreement");
WHEREAS, DPI desires to assign to Assignee its Class B limited partner
interests in the Partnership (the "DPI Interest"), which interest represents all
of the Class B Limited Partner Interests under the Partnership Agreement (the
Xxxxxxx Plaza Interest and the DPI Interest shall sometimes be referred to
collectively as the "Transferred Interest"); and
WHEREAS, 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) Xxxxxxx Plaza represents and warrants that (i) the
Xxxxxxx Plaza Interest is being assigned to Assignee free and clear of any
liens, claims and encumbrances and (ii) it has full legal power and authority to
enter into this Assignment and perform its obligations hereunder.
(c) DPI represents and warrants that (i) the DPI Interest is
being assigned to Assignee free and clear of any liens, claims and encumbrances
and (ii) it has full legal power and authority to enter into this Assignment and
perform its obligations hereunder.
(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
Exhibit 99.1
(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 $763,660.00 in
immediately available funds.
3. 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.
4. 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.
5. APPLICABLE LAW. This Assignment is governed by and shall be
construed in accordance with the laws of the State of Texas.
6. 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.
7. 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.
8. 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.
ASSIGNMENT OF PARTNERSHIP INTERESTS - PAGE 2
Exhibit 99.1
IN WITNESS WHEREOF, the parties have executed this Assignment as of the
day and year first above written.
ASSIGNOR:
XXXXXXX PLAZA, LTD., a Texas
limited partnership
By: GP Xxxxxxx Plaza, Inc., a Texas
corporation, its general partner
By:
--------------------------------
Xxxxxxx X. Xxxxxxxxxx, President
DUNHILL PARTNERS, INC., a Texas
corporation
By:
-------------------------------------
Xxxxxxx X. Xxxxxxxxxx, President
ASSIGNMENT OF PARTNERSHIP INTERESTS - PAGE 3
Exhibit 99.1
ASSIGNEE:
BEHRINGER HARVARD SHORT-TERM
OPPORTUNITY FUND I LP,
a Texas limited partnership
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
Exhibit 99.1
CONSENT TO TRANSFER
The undersigned Behringer Harvard Plaza Xxxxxxxx XX, LLC, the general
partner of Behringer Harvard Plaza Xxxxxxxx XX, a Texas limited partnership,
hereby consents to the transfers of limited partnership interests set forth in
the foregoing Assignment.
BEHRINGER HARVARD PLAZA
XXXXXXXX XX, LLC, a Texas limited
liability company
By: ___________________________
Name: Xxxxxx X. Xxxxxxx, III
Title: Secretary
ASSIGNMENT OF PARTNERSHIP INTERESTS - PAGE 5
