ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT
THIS
ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT (this “Agreement”),
dated
as of the 31st day of March, 2006, by and between PRIME OUTLETS ACQUISITION
COMPANY LLC (“Assignor”)
having
an address at c/o The Lightstone Group LLC, 000 Xxxxx Xxxxxx, Xxxxxxxx, Xxx
Xxxxxx 00000, Attn: Xxxxxx Xxxxx, and LVP ST. AUGUSTINE OUTLETS LLC, a Delaware
limited liability company (“Assignee”),
having an address at c/o The Lightstone Group LLC, 000 Xxxxx Xxxxxx, Xxxxxxxx,
Xxx Xxxxxx 00000, Attn: Xxxxxx Xxxxx.
WITNESSETH:
WHEREAS,
pursuant to that certain Purchase and Sale Agreement, dated as of November
30,
2005 (the “Purchase
Agreement”),
a
copy of which is annexed hereto as Exhibit
A,
by and
between Assignor, as purchaser, and ST. AUGUSTINE OUTLET WORLD, LTD.
(“Seller”),
as
seller, Assignor did agree to purchase from Seller, and Seller did agree to
sell
to Assignor, the land and building commonly known as Xxxx Outlets at St.
Augustine, more particularly described on Exhibit
B
annexed
hereto, on the terms and subject to the conditions set forth therein;
and
WHEREAS,
Assignor desires to assign to Assignee all of the right and interest of Assignor
under the Purchase Agreement, and to delegate to Assignee all of the obligations
of Assignor under the Purchase Agreement, to the extent accruing from and after
the date hereof; and
WHEREAS,
Assignee desires to accept such assignment of right and interest and to assume
such obligations.
NOW,
THEREFORE, in consideration of TEN DOLLARS ($10) and other good and valuable
consideration, the mutual receipt and legal sufficiency of which the parties
hereto hereby acknowledge, each of the parties hereby agrees as
follows:
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1.
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Assignor
hereby assigns to Assignee all of the right, title and interest of
Assignor in, to and under the Purchase Agreement, and hereby delegates
to
Assignee all of the obligations of Assignor under the Purchase Agreement,
to the extent accruing from and after the date
hereof.
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2.
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Assignee
hereby accepts the assignment of all of the right, title and interest
of
Assignor in, to and under the Purchase Agreement and hereby assumes
all of
the obligations of Assignor under the Purchase Agreement, to the
extent
accruing from and after the date hereof and agrees to be bound by
all of
the terms and conditions of the Purchase
Agreement.
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3.
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Assignee
hereby affirms each of the representations and warranties made by
Purchaser under the Purchase Agreement and represents and warrants
that
each of the representations and warranties made by Purchaser thereunder
are true and correct with respect to
Assignee.
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4.
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This
Agreement and the obligations of the parties hereunder shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns, shall be governed and construed in accordance
with
the laws of the State of __________ and may not be modified or amended
other than by a written agreement signed by the party to be charged
therewith.
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IN
WITNESS WHEREOF, each party hereto has duly executed and delivered this
Agreement as of the day and year first above written.
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ASSIGNOR
PRIME
OUTLETS ACQUISITION COMPANY LLC
By:
Lightstone Prime LLC
By:
/s/
Xxxxx
Xxxxxxxxxxxx
Xxxxx
Xxxxxxxxxxxx, President
ASSIGNEE
LVP
ST. AUGUSTINE OUTLETS LLC,
a
Delaware limited liability company
By:
Lightstone
Value Plus REIT LP, a Delaware limited
liability
company, its sole member
By: Lightstone
Value Plus Real Estate Investment
Trust,
Inc, a Maryland corporation, its general partner
By:
/s/
Xxxxx
Xxxxxxxxxxxx
Xxxxx
Xxxxxxxxxxxx,
President
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EXHIBIT
A
PURCHASE
AGREEMENT
EXHIBIT
B
LEGAL
DESCRIPTION
