10.14
Assignment and Assumption Agreement between
CNL Real Estate Advisors, Inc. and CNL Hospitality Partners, LP,
relating to the Residence Inn - Buckhead (Lenox Park)
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS AGREEMENT ("Agreement") is made and entered into as of July 31,
1998 by and between CNL REAL ESTATE ADVISORS, INC., a Florida corporation
("Assignor") and CNL HOSPITALITY PARTNERS, LP, a Delaware limited partnership
("Assignee").
W I T N E S S E T H:
WHEREAS, BUCKHEAD RESIDENCE ASSOCIATES, LLC, a Georgia limited
liability company ("Seller") and Assignor entered into that certain Hotel
Purchase and Sale Agreement ("Contract") dated April 20, 1998, for the purchase
of certain premises located in the City of Atlanta, DeKalb County, Georgia
("Property"); and
WHEREAS, effective as of the date hereof, Assignor wishes to assign and
Assignee wishes to assume all of the Assignor's rights and obligations under
said Contract.
NOW, THEREFORE, in consideration of the above and other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties
hereto agree as follows:
1. Assignor hereby assigns to Assignee all of its right, title and
interest in and to the Contract.
2. Assignor hereby assigns to Assignee all of its right, title and
interest in and to any and all deposits paid by Assignor pursuant to paragraph
3. of the Contract.
3. Assignee hereby assumes, agrees to be bound by and undertakes to
perform each and every one of the terms, covenants and conditions contained in
the Contract. The Assignee further assumes all obligations and liabilities of
Assignor under the Contract in all respects as if the Assignee were the original
party to the Contract.
4. All of the terms and provisions of this Agreement shall be binding
upon and shall inure to the benefit of the parties hereto, their heirs,
successors and assigns.
5. This Agreement sets forth the entire understanding of the parties
and it may not be changed except by a written document signed by the parties
hereto.
(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
IN WITNESS WHEREOF, Assignor and Assignee have caused this instrument
to be executed as of the day and year first above written.
WITNESSES: ASSIGNOR:
CNL REAL ESTATE ADVISORS, INC.
a Florida corporation
/s/ Xxxxxx X. Xxxxx
Witness
/s/ Xxxxxx X. Xxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxx
Witness Print Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
ASSIGNEE:
CNL HOSPITALITY PARTNERS LP, a
Delaware limited partnership
/s/ Xxxxxx X. Xxxxx By: CNL HOSPITALITY GP CORP., a
Witness Delaware corporation
/s/ Xxxxxx X. Xxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxx
Witness Print Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
The undersigned, as Seller under the Contract hereby consents to this Assignment
and Assumption Agreement.
SELLER:
BUCKHEAD RESIDENCE
ASSOCIATES, L.L.C., a Georgia limited
liability company
By: Stormont Trice Development
Corporation, a Georgia corporation,
Managing Member
/s/ Xxxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxxxxx, Xx.
Witness Name: Xxxxx X. Xxxxxxxx, Xx.
Title: Vice President
/s/ Xxxxxxx X. Xxxxxx, Xx.
Witness
