Exhibit 10.138
ASSIGNMENT AND ASSUMPTION
OF PURCHASE AND SALE AGREEMENT
This ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT (this
"Assignment") is made and entered into this 28th day of April, 2004 by Inland
Real Estate Acquisitions, Inc., an Illinois Corporation, ("Assignor"), and
Inland Western Arvada, L.L.C., a Delaware limited liability company,
("Assignee").
RECITALS
A. CIN Arvada, L.P. ("Seller") and Assignor have previously entered
into that certain Purchase and Sale Agreement dated as of March 31, 2004, as
amended, (the "Purchase Agreement"), relating to the sale of certain shopping
centers commonly known as Arvada Marketplace and Arvada Connection located in
the City of Arvada, Colorado.
B. Assignor desires to assign its interest in and to the Purchase
Agreement to Assignee upon the terms and conditions contained herein.
NOW, THEREFORE, in consideration of the receipt of Ten and 00/100
Dollars ($10.00) and other good and valuable consideration in hand paid by
Assignee to Assignor, the receipt and sufficiency of which are hereby
acknowledged by Assignor, the parties hereby agree as follows:
1. RECITALS. The foregoing recitals are, by this reference,
incorporated into the body of this Assignment as if the same had
been set forth in the body hereof in their entirety.
2. ASSIGNMENT AND ASSUMPTION. Assignor hereby assigns, conveys,
transfers, and sets over to Assignee all of Assignor's right,
title, and interest in and to the Purchase Agreement. Assignee
hereby accepts the foregoing Assignment and assumes, and agrees
to perform, all duties, obligations, liabilities, indemnities,
covenants, and agreements of Assignor set forth in the Purchase
Agreement.
3. COUNTERPARTS. This document may be executed in any number of
counterparts, each of which may be executed by any one or more of
the parties hereto, but all of which must constitute one
instrument and shall be binding and effective when all parties
hereto have executed at least one counterpart.
4. SUCCESSORS. This Assignment shall be binding upon and for the
benefit of the parties hereto and their respective Successors and
Assigns.
IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to
be executed as of the day and year first written above.
ASSIGNOR:
INLAND REAL ESTATE ACQUISITIONS, INC.,
An Illinois Corporation
By: /s/ G. Xxxxxx Xxxxxxx
---------------------------------
Name: G. XXXXXX XXXXXXX
-------------------------------
Title: PRESIDENT
------------------------------
ASSIGNEE:
INLAND WESTERN ARVADA, L.L.C. a
Delaware limited liability company
By: Inland Western Retail Real Estate Trust, Inc.,
a Maryland corporation, its sole member
By: /s/ Xxxxxxx Xxxxxx
------------------------
Name: Xxxxxxx Xxxxxx
------------------------
Title: Asst. Secretary
------------------------
2
