EXHIBIT 10.14
ASSIGNMENT, ASSUMPTION AND AMENDMENT
OF PURCHASE AND SALE CONTRACT
This Assignment, Assumption and Amendment of Purchase and Sale Contract
(this "Assignment") dated June _____, 2004, is entered into by and between
Harvard Property Trust, LLC, a Delaware limited liability company ("Assignor"),
and Behringer Harvard Quorum I LP, a Texas limited partnership ("Assignee").
RECITALS
Crescent Real Estate Funding VIII, L.P., a Delaware limited partnership,
and Assignor entered into a Purchase and Sale Contract with an Effective Date of
April 2, 2004, as amended by First Amendment to Purchase and Sale Contract dated
effective as of May 3, 2004 (the Purchase and Sale Contract, as amended, being
hereinafter referred to as the "Contract"), for the purchase and sale of
property commonly known as 0000 Xxxxxx Xxxxx, Xxxxxxx, Xxxxx, being more
particularly described in the Contract.
Assignor desires to assign all of its right, title and interest in and
to the Contract to Assignee, and Assignee desires to assume all right, title and
interest of Assignor in and to the Contract, subject to the terms and conditions
of this Assignment.
In consideration of the mutual conditions and agreements set forth in
this Assignment, and for good and valuable consideration, which the parties
acknowledge receiving, Assignor and Assignee agree as follows:
AGREEMENT
1. Assignor hereby assigns and transfers to Assignee all of its
rights, title and interest in and to the Contract and Assignee hereby accepts
such assignment and hereby assumes all of the obligations and liabilities of
Assignor in regard to the Contract accruing on and after the date of this
Assignment. Assignee hereby makes and recertifies on its own behalf, as of the
date of this Assignment, all representations, warranties and covenants of
Assignor set forth in the Contract.
2. Section 7.4.1 of the Contract is amended as of the date of this
Assignment to provide that Assignee is a duly formed and validly existing
limited partnership under the laws of the State of Texas, and is duly qualified
to transact business in the State of Texas.
3. All capitalized terms used in this Assignment, unless otherwise
defined herein, have the same meaning as given to such terms in the Contract.
4. Except as modified and amended as set forth in this Assignment,
the Contract is ratified and confirmed and shall remain in full force and effect
and enforceable in accordance with its terms.
5. This Assignment may be executed in any number of counterparts,
each of which will for all purposes be deemed to be an original, and all of
which are identical.
ASSIGNEE:
BEHRINGER HARVARD QUORUM I LP,
a Texas limited partnership
By: Behringer Harvard Quorum I GP, LLC,
its general partner
By:____________________________________
Xxxxxx X. Xxxxxxx, III - Secretary
ASSIGNOR:
HARVARD PROPERTY TRUST, LLC,
a Texas limited liability company
By:____________________________________
Xxxxxx X. Xxxxxxx, III -
Executive Vice President
