EXHIBIT 2.2
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS AGREEMENT is made as of the 22nd day of July, 1998, by and
between:
OCWEN CAPITAL CORPORATION, a corporation
organized and existing under the laws of the State of
Florida ("Assignor"); and
OAIC JACKSONVILLE, LLC, a limited liability
company organized under the laws of the State of
Delaware ("Assignee").
WHEREAS, Assignor is the purchaser pursuant to that certain Purchase
and Sale Agreement dated June 9, 1998, and amendments thereto, by and between
The Prudential Insurance Company of America ("Seller"), and Assignor, as
purchaser (the "Purchase Agreement") with respect to the office building located
at 000 Xxxxxxxxxx Xxxxx, Xxxxxxxxxxxx, Xxxxxxx (the "Property"); and
WHEREAS, Assignor has agreed to transfer, assign, and convey, and
Assignee has agreed to accept and assume, all of the rights, entitlements,
liabilities, performances and obligations of Assignor in accordance with the
terms of the Purchase Agreement and this Assumption Agreement. All capitalized
terms not otherwise defined herein shall have the meaning ascribed to them in
the Purchase Agreement.
NOW, THEREFORE, WITNESSETH, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
covenant and agree as follows:
1. ASSIGNMENT
Assignor does hereby grant, convey, assign, sell and transfer unto
Assignee, all of Assignor's right, title to and interest in the Purchase
Agreement, together with all rights, remedies, obligations, liabilities and
performances derived therefrom, occurring in connection therewith or evolving
therefrom by operation of law.
2. ASSUMPTION
In consideration of the grant, conveyance, transfer, sale and
assignment set forth in Section 1 hereof, Assignee hereby accepts all of the
rights, title to and interests of Assignor in the Purchase Agreement, occurring
in connection therewith or evolving therefrom by operation of law, and further
assumes, undertakes and agrees to perform all of the obligations, liabilities
and performances of Assignor under the Purchase Agreement.
3. DEPOSIT
Assignor hereby sets over, conveys, and assigns to Assignee all of
Assignor's right, title to and interest in the Deposit. Assignor shall direct
the Seller to apply any and all Deposits, monies, or other amounts previously
expended by or paid on behalf of Assignor in connection with the Purchase
Agreement to any and all sums now due by Assignee to Seller in connection with
the terms and conditions of the Purchase Agreement.
4. EFFECTIVE DATE
This assignment is effective on, at and as of the date and year first
above written, which date is prior to the expiration of the Due Diligence Period
of the Purchase Agreement.
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5. MISCELLANEOUS
(a) This Agreement shall be binding upon and inure to the benefit
of the Assignor and the Assignee and their successors and assigns.
(b) This Agreement shall be interpreted and construed in
accordance with the laws of the State of Florida.
(c) The parties agree to execute any further or additional
documents considered necessary, appropriate, or proper to effectuate the
purposes and intent of this Agreement.
IN WITNESS WHEREOF, the parties have hereto executed this
Agreement under seal as of the day and year first hereinabove written.
WITNESS/ATTEST: OCWEN CAPITAL CORPORATION
a Florida Corporation
/s/ XXXXX X. XXXXXXX By: /s/ XXXXXXX XXXXXXX (SEAL)
--------------------------------- ---------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Vice President
WITNESS/ATTEST: OAIC JACKSONVILLE, LLC
a Delaware limited liability company
/s/ XXXXX X. XXXXXXX By: /s/ XXXXXXX XXXXXXX (SEAL)
--------------------------------- ---------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Vice President
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XXXXX XX XXXXXXX
XXXXXX XX XXXX XXXX XXXXX, ss.:
I HEREBY CERTIFY that on this 22nd day of July, 1998, before me, the
subscriber, a Notary Public of the jurisdiction aforesaid, personally appeared
Xxxxxxx Xxxxxxx, who acknowledged himself to be the Vice President of OAIC
Jacksonville, LLC, a Delaware limited liability company, and on behalf of said
limited liability company, did acknowledge that he, as such Vice President,
being authorized to do so, executed the foregoing instrument for the purposes
therein contained, by signing the name of the limited liability company by
himself as such Vice President.
AS WITNESS my hand and Notarial Seal.
/s/ XXXXX X. XXXX
---------------------------
Notary Public
My commission expires: (SEAL)
XXXXX XX XXXXXXX
XXXXXX XX XXXX XXXX XXXXX, ss.:
I HEREBY CERTIFY that on this 22nd day of July, 1998, before me, the
subscriber, a Notary Public of the jurisdiction aforesaid, personally appeared
Xxxxxxx Xxxxxxx, who acknowledged himself to be the Vice President of Ocwen
Capital Corporation, a Florida corporation, and on behalf of said corporation,
did acknowledge that he, as such Vice President, being authorized to do so,
executed the foregoing instrument for the purposes therein contained, by signing
the name of the corporation as himself as Vice President.
AS WITNESS my hand and Notarial Seal.
/s/ XXXXX X. XXXX
---------------------------
Notary Public
My commission expires: (SEAL)
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