EXHIBIT 10.13
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS AGREEMENT is made as of the 27th day of March, 1997 by and between
METRIC REALTY, an Illinois general partnership having its principal office at
Xxx Xxxxxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx ("Assignor"), and SSR REALTY
ADVISORS, INC., a Delaware corporation having its principal office at Xxx Xxxxx
Xxxxxxxx, Xxxxx 000, Xxxxx Xxxxxx, XX 00000 ("Assignee").
RECITALS
Assignor has entered into an Advisory Agreement dated June 29, 1989
between Assignor and Metric Income Trust Series, Inc., a California corporation
("MITS"), as amended (hereinafter referred to as the "Advisory Agreement").
The parties hereto desire that responsibility for the advisory and
other services provided by Assignor for MITS pursuant to the Advisory Agreement
be assumed by Assignee, which pursuant to a merger will become the parent of
Assignor on April 1, 1997, and that all rights of Assignor under the Advisory
Agreement be assigned to Assignee, as of March 27, 1997.
NOW, THEREFORE, in consideration of the mutual covenants set forth
herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties mutually agree as follows:
1. Assignor hereby sells, assigns, transfers, sets over and conveys to
Assignee, all of Assignor's right, title and interest in, to and under the
Advisory Agreement, to have and to hold the same, together with all rights,
privileges and appurtenances thereunto belonging or appertaining or held and
enjoyed therewith, unto Assignee, for and during the full unexpired term of the
Advisory Agreement, subject to the terms, covenants, obligations, and conditions
contained in the Advisory Agreement.
2. Assignee hereby agrees to and accepts such assignment and, in
addition, expressly assumes and agrees to keep, perform and fulfill all of the
terms, covenants, obligations, and conditions required to be kept, performed and
fulfilled by Assignor under or with respect to the Advisory Agreement to the
extent accruing from and after the date hereof. To the extent permitted by law,
Assignee further agrees to protect, indemnify, defend and hold harmless Assignor
from and against any and all claims, liability, loss, cost, damage and expense
(including reasonable attorneys' fees and costs) directly or indirectly arising
out of or related to any breach or default in Assignee's obligations with
respect to the Advisory Agreement arising from and after the date hereof. To the
extent permitted by law, Assignor agrees to protect, indemnify, defend and hold
harmless Assignee from and against any and all claims, liability, loss, cost,
damage and expense (including reasonable attorneys' fees and costs) directly or
indirectly arising out of or related to any breach or default in Assignor's
obligations with respect to the Advisory Agreement arising prior to the date
hereof.
3. The provisions of this Assignment and Assumption Agreement shall be
binding upon and inure to the benefit of Assignor and Assignee and their
respective successors and assigns.
4. This Assignment and Assumption Agreement shall be subject to consent
by MITS.
IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment
and Assumption Agreement as of the date first set forth above, to be effective
as of such date.
ASSIGNOR: ASSIGNEE:
METRIC REALTY SSR REALTY ADVISORS, INC.,
an Illinois general partnership a Delaware corporation
By: Metric Realty Corp., a Delaware corporation, By: /s/ Xxxxxx X. Xxxxx, Xx.
its managing partner Xxxxxx X. Xxxxx, Xx.
President and Chief Executive Officer
By: /s/ Xxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxxx
President and Chief Executive Officer
CONSENT
The undersigned, in accordance with Section 20 of the Advisory Agreement,
consents to this Assignment and Assumption Agreement.
Dated: March 27, 1997 Metric Income Trust Series, Inc.,
------------------- a California corporation
By: /s/ Xxxxx X. Xxxxxx
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Signature
Xxxxx X. Xxxxxx
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Print Name
President and Chief Executive Officer
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Title
30
