ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment"), entered
into as of October 1, 1998 by and among Insignia Properties, L.P., a Delaware
limited partnership ("Assignor"), and AIMCO Properties, L.P., a Delaware
limited partnership ("Assignee") (each party to this Assignment, a "Party").
WITNESSETH
WHEREAS, Assignor wishes to assign to Assignee, Assignor's rights,
duties and obligations under each and every asset owned directly by Assignor
(excluding those assets set forth on Schedule A hereto) (the "Assets").
NOW, THEREFORE, in consideration of the foregoing and the covenants of
the parties set forth herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, subject to the terms
and conditions set forth herein, the parties hereby agree as follows:
1. Assignor hereby transfers, assigns, contributes and sets over to
the Assignee all of the Assignor's right, title and interest to
and under each of the Assets.
2. Assignee agrees to assume and be liable for each and every duty
and obligation of Assignor related to the Assets including, but
not limited to, those duties and obligations that accrued prior
to the date hereof.
3. Assignor is released from all duties and obligations of Assignor
related to the Assets and accruing after the date of this
Assignment. Assignor shall remain liable for all duties and
obligations of Assignor related to the Assets and accruing before
the date of this Assignment.
4. The consideration for the assignment of the Assets pursuant to
this Assignment consists of the issuance by Assignee of Common
Partnership Units in Assignee (the "Consideration"). The total
Consideration is set forth on Schedule B hereto and shall be
allocated among the Assets as set forth on such Schedule.
5. The Parties have each determined, using their sound business
judgment and considering their fiduciary duties to the limited
partners of the respective Party, that (i) the assignment
contemplated by this
Assignment is in the best interests of each Party and each
Party's limited partners, and (ii) the Consideration constitutes
fair value for the Assets.
6. This Assignment shall be binding upon, inure to the benefit of,
and be enforceable by each Party and its permitted successors and
assigns, and shall inure to the further benefit of, and be
enforceable by, any assignee of the Assets.
7. THIS ASSIGNMENT SHALL BE INTERPRETED, GOVERNED, AND CONSTRUED
UNDER THE LAWS OF THE STATE OF DELAWARE.
8. Any amendment or waiver to this Assignment must be in writing and
signed by the Parties in the case of an amendment or by the
waiving Party in the case of a waiver.
9. This Assignment fully expresses the Parties' agreement concerning
the subject matter hereof and supersedes any prior agreements or
understanding regarding the same subject matter.
10. This Assignment may be executed in multiple counterparts, all of
which together shall constitute a single instrument, and it shall
not be necessary that any counterpart be signed by all the
Parties. The signatories hereto represent that they have been
duly authorized to enter into this Assignment on behalf of the
respective Parties for whom they sign.
* * * * *
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IN WITNESS WHEREOF, the Parties have caused this Assignment to be duly
executed by their respective signatories duly authorized as of the date first
written above.
INSIGNIA PROPERTIES, L.P.
By: Insignia Properties Trust
Its: General Partner
By: /s/ Xxxxx Xxxxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxxxx
Title: President
AIMCO PROPERTIES, L.P.
By: AIMCO-GP, Inc.
Its: General Partner
By: /s/ Xxxxx Xxxxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxxxx
Title: President
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