EXHIBIT 2.4
ASSIGNMENT OF AGREEMENT OF PURCHASE AND SALE
THIS ASSIGNMENT OF AGREEMENT OF PURCHASE AND SALE, hereinafter referred to
as this "ASSIGNMENT," dated as of January 5 , 1998, is made and entered into by
and between FORESITE CAPITAL FACILITIES CORPORATION, a Delaware corporation
("ASSIGNOR") and CORNELL CORRECTIONS OF OKLAHOMA, INC., a Delaware corporation
("ASSIGNEE").
RECITALS:
Xxxxxx Economic Development Authority and Assignor entered into an
Agreement of Purchase and Sale (as amended, the "CONTRACT") dated effective as
of November 17, 1997, as amended by an Amendment to Agreement of Purchase and
Sale, a copy of which is attached.
Assignor now desires to assign the Contract to Assignee.
AGREEMENTS:
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Assignor and Assignee do hereby
agree as follows:
SECTION 1. ASSIGNMENT OF CONTRACT. Assignor hereby assigns all of its
rights, duties and obligations under the Contract to Assignee, and Assignee
assumes all of Assignor's duties and obligations under the Contract.
SECTION 2. DEFINITIONS AND REFERENCES. Terms used herein, which are not
otherwise defined or modified herein but which are defined in the Contract shall
have the meanings therein ascribed to them. The term "CONTRACT" or "AGREEMENT"
as used in the Contract or any other instrument, document or writing furnished
in connection therewith shall mean the Contract as hereby assigned.
SECTION 3. MISCELLANEOUS. This Assignment (a) shall be binding upon and
inure to the benefit of Assignor and Assignee, and their respective heirs, legal
representatives, successors, assigns, receivers and trustees; (b) may be
modified or amended only by a writing signed by each party hereto; (c) shall be
governed by and construed in accordance with the laws of the State of Oklahoma
and the United States of America; (d) may be executed by facsimile signatures
and in several counterparts, and by the parties hereto on separate counterparts,
and each counterpart, when so executed and delivered, shall constitute an
original agreement, and all such separate counterparts shall constitute but one
and the same agreement; and (e) embodies the entire agreement and understanding
between the parties with respect to the subject matter hereof and supersedes all
prior agreements, consents and understandings relating to such subject matter.
The headings herein shall be accorded no significance in interpreting this
Assignment.
IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to
be executed effective as of the date first written above.
FORESITE CAPITAL FACILITIES CORPORATION
By: /s/ XXXXXX XXXXXXX
Name: XXXXXX XXXXXXX
President
CORNELL CORRECTIONS OF OKLAHOMA, INC.
By: /s/ XXXXXX X. XXXXX
Name: XXXXXX X. XXXXX
Xx. Vice President
