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EXHIBIT 10.iii
ASSIGNMENT AND ASSUMPTION
OF MEMBERSHIP INTEREST
THIS ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTEREST (this "ASSIGNMENT
AND ASSUMPTION") is made as of the 23 day of January, 1997, by CARLYLE REAL
ESTATE LIMITED PARTNERSHIP - XIII, an Illinois limited partnership ("ASSIGNOR"),
to OVERSEAS PARTNERS CAPITAL CORP., a Delaware corporation ("ASSIGNEE").
RECITALS:
A. Assignor is a Member in that certain limited liability company known AS
Xxxxxx Place Associates, LLC, a Delaware limited liability company (the
"COMPANY").
B. Assignor desires to transfer its entire membership interest in the
Company (the "SUBJECT INTEREST") to Assignee, and Assignee desires to assume
such Subject Interest, subject to the terms of this Assignment and Assumption.
NOW, THEREFORE, THESE PRESENTS WITNESS, that for good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged,
Assignor and Assignee hereby agree as follows:
1 . Assignment. Assignee unconditionally assigns, conveys, transfers and
sets over the Subject Interest to Assignee.
2. Assumption. Assignee hereby accepts the assignment of the Subject
Interest, and assumes the performance of the obligations attendant to the
Subject Interest to the extent first arising from and after the delivery of this
Assignment and Assumption.
3. Binding Effect. This Assignment and Assumption shall be binding upon
and shall inure to the benefit of the respective parties hereto and their
respective legal representatives, successors and assigns.
4. Governing Law. This Assignment and Assumption shall be construed and
enforced in accordance with the internal laws of the State of Delaware (without
regard to conflicts of law).
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5. No Third Party Beneficiaries. Nothing in this Assignment and
Assumption, expressed or implied, is intended to confer any rights or remedies
upon any person, other than the parties hereto and their respective successors
and assigns.
6. Counterparts. This Assignment and Assumption may be executed in
multiple counterparts, all of which when taken together shall deem to constitute
one instrument.
IN WITNESS WHEREOF, Assignor and Assignee have executed and delivered this
Assignment and Assumption as of the day, month and year first above written.
ASSIGNOR:
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII,
an Illinois limited partnership
By: JMB REALTY CORPORATION,
a Delaware corporation,
its General Partner
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
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Title: EVP
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ASSIGNEE:
OVERSEAS PARTNERS CAPITAL CORP.,
a Delaware corporation
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
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Title: President & CEO
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