EXHIBIT 10.25
ASSIGNMENT AND ASSUMPTION
OF
PURCHASE AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is
made and entered into on October 23, 2003, between Barcelo Crestline
Corporation, a Maryland corporation ("Assignor") and Highland Hospitality, L.P.,
a Delaware limited partnership ("Assignee").
RECITALS
WHEREAS, Assignor, as purchaser, and RLJ Tampa Hotel, LLC, as
seller, entered into that certain Purchase Agreement dated as of October 10,
2003 (the "Purchase Agreement") for the purchase and sale of the Tampa Hilton
Westshore hotel as more particularly described therein; and
WHEREAS, Assignor desires to assign, and Assignee desires to
assume, all of Assignor's right title and interest in, to, and under the
Purchase Agreement, all subject to the terms and conditions contained herein.
NOW, THEREFORE, in consideration of the mutual agreements
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
AGREEMENT
1. Assignment and Assumption. Assignor hereby assigns, grants,
transfers to Assignee, all of Assignor's right, title, interest and obligation
as "Purchaser" in, to and under the Purchase Agreement and Assignee hereby
assumes, and shall be bound and liable to the same extent as was Assignor under
the Purchase Agreement.
2. Representations and Warranties of Assignor. Assignor
represents and warrants that (a) the execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby have been
duly and validly authorized by all requisite corporate actions on the part of
the Assignor, none of which actions have been modified or rescinded, and all of
which actions are in full force and effect, (b) this Agreement constitutes a
valid and binding obligation of the Assignor, enforceable against the Assignor
in accordance with its terms, and (c) the execution and performance of this
Agreement do not (i) violate any law or order of any court or governmental
authority with proper jurisdiction, (ii) result in a breach or default under any
contract or commitment
binding on Assignor or its assets, or (iii) require any consent or vote that has
not been taken or given.
3. Representations and Warranties of Assignee. Assignee
represents and warrants that (a) the execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby have been
duly and validly authorized by all requisite corporate actions on the part of
the Assignee, none of which actions have been modified or rescinded, and all of
which actions are in full force and effect, (b) this Agreement constitutes a
valid and binding obligation of the Assignee, enforceable against the Assignee
in accordance with its terms, and (c) the execution and performance of this
Agreement do not (i) violate any law or order of any court or governmental
authority with proper jurisdiction, (ii) result in a breach or default under any
contract or commitment binding on Assignee or its assets, or (iii) require any
consent or vote that has not been taken or given.
4. Indemnity. Assignee hereby agrees to indemnify and hold
Assignor harmless from and against and all liability, loss, cost, damage, and
expense, including, without limitation, reasonable attorneys' fees and expenses
incurred by Assignor as a result of Assignee's actions or inactions as
"Purchaser" under the Purchase Agreement.
5. Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
6. Governing Law; Successors and Assigns. This Agreement shall
be governed by and shall be construed and enforced in accordance with the laws
of the Commonwealth of Virginia, without regard to conflicts of law principles.
This Agreement shall be binding upon the successors and permitted assigns of
Assignor and Assignee. Neither this Assignment nor anything set forth herein is
intended to, nor shall it, confer any rights on any person or entity other than
the parties hereto and all third party rights are expressly negated.
7. Counterparts. This Agreement may be executed in separate
counterparts, the signatures on which may be by facsimile, none of which need
contain the signatures of all parties, each of which shall be deemed to be an
original, and all of which taken together constitute one and the same
instrument. It shall not be necessary in making proof of this Agreement to
produce or account for more than the number of counterparts containing the
respective signatures of, or on behalf of, all of the parties hereto.
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8. Further Assurances. The parties agree that they will take
whatever action or actions are found to be reasonably necessary to give force
and effect to this Agreement or to any of its provisions.
9. Headings. The headings of the sections of this Agreement
are for convenience and reference only and shall not limit or otherwise affect
the meaning hereof.
IN WITNESS WHEREOF, Assignor and Assignee have duly executed
this Agreement as of the date first above written.
ASSIGNOR:
BARCELO CRESTLINE CORPORATION
By: /s/ Xxxxx X. Xxxxxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: President and CEO
ASSIGNEE:
HIGHLAND HOSPITALITY, L.P.
By: Highland Hospitality Corporation,
Its General Partner
By: /s/ Xxxxx X. Xxxxxxx
---------------------------
Name: Xxxxx X. Xxxxxxx
Title: President and CEO
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