Exhibit 10.368
ASSIGNMENT AND ASSUMPTION
OF PURCHASE AND SALE AGREEMENT
This ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT (this
"Assignment") is made and entered into this 1st day of September, 2004 by Inland
Real Estate Acquisitions, Inc., an Illinois Corporation, ("Assignor"), and
Inland Western Dallas Lincoln Park Limited Partnership, an Illinois limited
partnership, ("Assignee").
RECITALS
A. Inland Western Dallas Lincoln Park Limited Partnership ("Seller")
and Assignor have previously entered into that certain Purchase and Sale
Agreement dated as of August 6, 2004 (the "Purchase Agreement"), relating to the
sale of a certain shopping center commonly known as Lincoln Park Shopping Center
located in the City of Dallas, Texas.
B. Assignor desires to assign its interest in and to the Purchase
Agreement to Assignee upon the terms and conditions contained herein.
NOW, THEREFORE, in consideration of the receipt of ten and 00/100 Dollars
($10.00) and other good and valuable consideration in hand paid by Assignee to
Assignor, the receipt and sufficiency of which are hereby acknowledged by
Assignor, the parties hereby agree as follows:
1. RECITALS. The foregoing recitals are, by this reference,
incorporated into the body of this Assignment as if the same had
been set forth in the body hereof in their entirety.
2. ASSIGNMENT AND ASSUMPTION. Assignor hereby assigns, conveys,
transfers, and sets over to Assignee all of Assignor's right, title,
and interest in and to the Purchase Agreement. Assignee hereby
accepts the foregoing Assignment and assumes, and agrees to perform,
all duties, obligations, liabilities, indemnities, covenants, and
agreements of Assignor set forth in the Purchase Agreement.
3. COUNTERPARTS. This document may be executed in any number of
counterparts, each of which may be executed by any one or more of
the parties hereto, but all of which must constitute one instrument
and shall be binding and effective when all parties hereto have
executed at least one counterpart.
4. SUCCESSORS. This Assignment shall be binding upon and for the
benefit of the parties hereto and their respective Successors and
Assigns.
IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to
be executed as of the day and year first written above.
ASSIGNOR:
INLAND REAL ESTATE ACQUISITIONS, INC.,
An Illinois Corporation
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
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Title: Sr. Vice President
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ASSIGNEE:
INLAND WESTERN DALLAS LINCOLN PARK
LIMITED PARTNERSHIP, an Illinois limited partnership
By: Inland Western Dallas Lincoln Park GP, L.L.C., a
Delaware limited liability company, its general
partner
By: Inland Western Retail Real Estate Trust,
Inc., a Maryland corporation, its sole
member
By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
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Its: Asst. Secretary
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