ASSIGNMENT OF AGREEMENT OF SALE
This Assignment of Agreement of Sale (the "Assignment") is made as of
20th day of May, 1998, by and between Community Acquisition Joint Venture
("CAJV") and Asset Investors Operating Partnership, L.P. ("AIOP").
W I T N E S S E T H
WHEREAS, CAJV and Serendipity Properties, Inc. ("SPI") entered into a
certain Agreement of Sale (the "Agreement of Sale"), dated as of April 13, 1998;
and
WHEREAS, the Agreement of Sale was amended by that certain Amendment To
Agreement of Sale dated as of May 18, 1998 (the "First Amendment"); and
WHEREAS, the Agreement of Sale was further amended by that certain
Amendment To Agreement of Sale dated as of May 19, 1998 (the "Second
Amendment"), the Agreement of Sale, as amended by the First Amendment and the
Second Amendment is hereinafter referred to as the "Agreement"; and
WHEREAS, CAJV desires to assign all of its interest in the Agreement to
AIOP; and
WHEREAS, BRJV and AIOP desire to memorialize their mutual
understandings pursuant to the terms and conditions contained herein.
NOW THEREFORE, in and for the consideration of the sum of Ten Dollars
($10.00) herein paid by AIOP to CAJV, the receipt of which is hereby
acknowledged by CAJV and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged by CAJV, CAJV and AIOP hereby
agree as follows:
1. Recitals. The above recitals are true and correct and are
incorporated herein by reference.
2. Assignment. CAJV hereby grants, assigns, sells, transfers and sets
over to AIOP all of its interest in the Agreement, together with all of CAJV's
rights, privileges, duties and obligations set forth in the Agreement. AIOP
accepts this assignment and assumes all of the obligations of CAJV set forth in
the Agreement.
3. Additional Information. In addition to this assignment, CAJV does
grant, buy, sell, assign, transfer and set over unto AIOP all of its interest in
any and all other documents that it may have procured subsequent to the
execution of the Agreement of Sale with respect to the Property described
therein, including, without limitation, surveys, title insurance, title searches
or commitments, environmental studies, structural studies, applications,
permits, and contracts with respect to the Property.
4. Governing Law. This Agreement shall be governed by the laws of the
state of
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Florida and shall inure to the benefit of and be binding upon the parties hereto
with respect to the successors and assigns and shall be enforced only in a court
of competent jurisdiction in ▇▇▇ County, Flotida.
5. Severance. The invalidity or unenforceability of any portion of this
Assignment shall in no way effect the remaining portions hereof.
6. Binding Effect. This Assignment shall bind the successors, heirs and
assigns of the parties hereto.
7. Captions. The paragraph captions used throughout this Assignment are
for the purpose of reference only and not to be considered in the construction
of this Assignment or any interpretation of the rights or obligations of the
parties hereto.
8. Entire Agreement. It is agreed that this document contains the
entire agreement between the parties and this Assignment shall not be modified
in any respect except by an amendment in writing signed by the parties hereto.
9. Counterpart Execution. This Assignment may be executed in several
counterparts and by facsimile, each of which shall be fully effective as an
original and all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have hereunto set their respective
hands and seals as of the day and year first written above.
COMMUNITY ACQUISITION JOINT VENTURE
BY: COMMUNITY ACQUISITION AND
DEVELOPMENT CORPORATION, a Delaware
corporation
By:_________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
Execution Date: May ______, 1998
ASSET INVESTORS OPERATING PARTNERSHIP,
L.P., a Delaware limited partnership
By: ASSET INVESTORS CORPORATION, a
Maryland corporation
By:______________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇, President
Execution Date: May ______, 1998
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