EXHIBIT 10-C
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(Carlyle-XV)
EXHIBIT E
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ASSIGNMENT OF PARTNERSHIP INTEREST
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THIS ASSIGNMENT OF PARTNERSHIP INTEREST (the "Assignment"), is made
as of this 22nd day of March, 1999 by and between the 900 Realty, LLC, a
Delaware limited liability company (the "Assignor") and 000 0xx Xxxxxx
Associates, a Illinois general partnership (the "Assignee").
WHEREAS, the Assignor is the holder of all of the partnership
interests in Progress Partners, a New York general partnership (the
"Partnership"), formerly held by Progress Properties, Inc. and J.R.A.
Realty Corporation, together with any other right, title, interest or other
claims of them relating to the Partnership (the "900 Realty Interests");
WHEREAS, the Partnership is governed by the provisions of an Amended
and Restated Agreement of General Partnership for Progress Partners dated
August 24, 1984, as amended (the "Partnership Agreement");
WHEREAS, the Assignor is the holder of a 1% general partnership
interest (the "P-C Interest") in P-C 900 Third Associates, a New York
limited partnership (the "P-C 900");
WHEREAS, the P-C 900 is governed by the provisions of an Agreement of
Limited Partnership dated February 26, 1986, as amended (the "P-C
Agreement");
WHEREAS, the Assignor has agreed to assign, among other things, the
900 Realty Interests and the P-C Interest on the terms and conditions set
forth in that certain Settlement and Release dated as of March 17, 1999 by
and between, among others, Assignor and Assignee (the "Settlement
Agreement");
NOW, THEREFORE, FOR AND IN CONSIDERATION of the foregoing and the
payment to the Assignor of Ten Dollars ($10.00) and other good and valuable
consideration, the receipt and adequacy of which are acknowledged by each
party, the parties agree as follows:
Section 1. ASSIGNMENT.
The Assignor hereby assigns to the Assignee and the Assignee hereby
accepts from the Assignor (a) all of the Assignor's right, title and
interest in and all claims against, the Partnership and P-C 900, including
without limitation, the 900 Realty Interests and the P-C Interest, and all
of Assignor's interest in the Partnership's and P-C 900's capital, profits
and distributions and (b) any and all right, title, and interest which the
Assignor has under the provisions of New York general or limited
partnership law or any other applicable law, the Partnership Agreement, the
P-C Agreement or in and to any of the Partnership's or P-C 900's assets,
with respect to the 900 Realty Interests, the P-C Interest or other
interests so assigned ('(a)' and '(b)' collectively, the "Assigned
Interests").
Section 2. FURTHER ASSURANCES. The parties hereto agree that they
will cooperate with each other and will execute and deliver, or cause to be
delivered, all such other instruments, and will take all such other
actions, as either party hereto may reasonably request from time to time in
order to effectuate the provisions hereof.
Section 3. MISCELLANEOUS.
3.1 BINDING EFFECT. This Assignment shall be binding upon and
inure to the benefit of Assignor and Assignee and their respective
successors and assigns.
3.2 EXECUTION IN COUNTERPARTS. This Assignment may be executed in
any number of counterparts and any party hereto or thereto may execute any
counterpart, each of which when executed and delivered will be deemed to be
an original and all of which counterparts of this Assignment, taken
together will be deemed to be but one and the same instrument.
3.3 AMENDMENT. Neither this Assignment nor any provision hereof
may be waived, modified, amended, discharged or terminated except by an
instrument signed by the party against whom the enforcement of such waiver,
modification, amendment, discharge or termination is sought, and then only
to the extent set forth in such instrument.
3.4 GOVERNING LAW. This Assignment shall be governed by, and
construed and enforced in accordance with, the internal laws of the State
of New York.
3.5 NO AGENCY, PARTNERSHIP OR JOINT VENTURE. Assignee is not the
agent or representative of Assignor, and Assignor is not the agent or
representative of Assignee. Assignor and Assignee intend and agree that
the relationship created by this Assignment is and shall be solely that of
assignor and assignee.
3.6 SURVIVAL. The covenants, agreements, representations and
warranties of Assignor contained in the Settlement Agreement are
incorporated herein by this reference and shall survive the assignment
provided for herein.
IN WITNESS WHEREOF, each party hereto has executed and sealed this
Assignment the day and year first above written.
900 REALTY, LLC
By:
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Its:
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000 0XX XXXXXX ASSOCIATES
By: Carlyle Real Estate Limited
Partnership-XIV, a General Partner
By: JMB Realty Corporation, a
General Partner
By:
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Its:
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