EXHIBIT 10.5
ASSIGNMENT AND ASSUMPTION
OF PURCHASE AGREEMENT
This Assignment and Assumption of Purchase Agreement (the "Assignment")
dated March 12, 2004 is entered into by and between Behringer Harvard Mid-Term
Value Enhancement Fund I LP, a Texas limited partnership ("Assignor") and
Behringer Harvard Xxxxxxx, LLC, a Delaware limited liability company
("Assignee").
RECITALS
Xxxxxx X. Xxxxxxxxxx and Assignor entered into a Purchase Agreement (the
"Agreement") with an Effective Date of February 11, 2004 for the purchase and
sale of 000 0xx Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxx, being more particularly
described in the Agreement.
Assignor desires to assign all of its right, title and interest in and
to the Agreement to Assignee.
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 Agreement and Assignee hereby accepts
such assignment and hereby assumes all of the obligations and liabilities of
Assignor under the Agreement which accrue on or after the date of this
Assignment.
2. All capitalized terms used in this Assignment and not defined
herein have the same meaning as assigned to such terms in the Agreement.
3. Except as modified and amended as set forth in this Assignment,
the Agreement is ratified and confirmed and shall remain in full force and
effect and enforceable in accordance with its terms.
4. 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.
[signature page follows]
1
ASSIGNOR:
BEHRINGER HARVARD MID-TERM VALUE
ENHANCEMENT FUND I LP, a Texas limited
partnership
By: Behringer Harvard Funds I LP, a Texas
limited partnership, its General
Partner
By: /S/ XXXXXX X. XXXXXXX, III
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Name: XXXXXX X. XXXXXXX, III
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Its: EXECUTIVE VICE PRESIDENT
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ASSIGNEE:
BEHRINGER HARVARD XXXXXXX, LLC, a Delaware
limited liability company
By: /S/ XXXXXX X. XXXXXXX, III
---------------------------------------
Name: XXXXXX X. XXXXXXX, III
-------------------------------------
Its: SECRETARY
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