ASSIGNMENT AND CONTRIBUTION AGREEMENT
Exhibit 10.28
THIS ASSIGNMENT AND CONTRIBUTION AGREEMENT is made this 20th day of September, 2006 by
and among each of the undersigned parties.
RECITALS:
A. Neighborhood Holdings, LLC (“Holdings”) owns 100% of the membership
interests (the “Interests”) in Wildewood Residential, LLC (“Wildewood”).
B. Holdings intends to contribute the Interests to its wholly-owned subsidiary,
Xxxxxxx-Xxxxxx Communities, LLC, and Xxxxxxx-Xxxxxx Communities, LLC intends to contribute
the interests to its wholly-owned subsidiary, Neighborhoods Capital, LLC (“Capital”),
the result
of which is that Capital will become the sole member of Wildewood.
AGREEMENT:
NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. Assignment and Contribution of Interests from Holdings to Xxxxxxx-Xxxxxx
Communities. Effective simultaneously herewith, Holdings hereby transfers,
assigns and
contributes the Interests to its wholly-owned subsidiary, Xxxxxxx-Xxxxxx Communities, LLC, as
a contribution to the capital of Xxxxxxx-Xxxxxx Communities, LLC.
2. Assignment of Contribution of Interests from Xxxxxxx-Xxxxxx Communities to
Capital. Effective simultaneously with the assignment and contribution of the
interests described
in Section 1 above, Xxxxxxx-Xxxxxx Communities, LLC hereby transfers, assigns and contributes
the Interests to Capital, as a contribution to the capital of Capital. Effective
simultaneously
herewith, Capital will become the sole member of Wildewood and the Operating Agreement of
Wildewood is hereby amended to reflect such ownership. Wildewood shall reflect Capital as its
sole member on its books.
3. Miscellaneous.
(a) Subsequent Documents. Each of the parties hereto agrees to execute such
further instruments and assurances or provide such other documents as may be reasonably
necessary to effectuate the purposes of this Agreement.
(b) Entire Agreement. This Agreement represents the entire agreement by
and among the parties hereto concerning the matters described herein. This Agreement revokes
and supercedes all prior agreements by and among the parties hereto with respect to the
matters
which are the subjects hereof.
(c) Benefit and Burden. All terms of this Agreement shall be binding upon,
and inure to the benefit of, the parties hereto and their respective heirs, legal
representatives,
successors and assigns.
(d) Counterparts. This Agreement may be executed in multiple counterparts.
Each counterpart shall be an original, but altogether shall constitute one and the same
instrument.
(e) Notices. Any and all notices, requests or other communications hereunder
shall be deemed to have been duly given if in writing and transmitted by personal delivery, by
nationally recognized overnight carrier or by registered or certified mail, return receipt
requested
and first-class postage prepaid as follows:
To Holdings:
|
00000 Xxxxxx Xxxxx Xxxx | |
| Xxxxx 000 | ||
| Xxxxxx,XX 00000 | ||
| Attn: Xxxxxx X. Alloy | ||
| To Xxxxxxx-Xxxxxx Communities: | ||
| 00000 Xxxxxx Xxxxx Xxxx | ||
| Xxxxx 000 | ||
| Xxxxxx,XX 00000 | ||
| Attn: Xxxxxx X. Alloy | ||
To Capital:
|
00000 Xxxxxx Xxxxx Xxxx | |
| Xxxxx 000 | ||
| Xxxxxx,XX 00000 | ||
| Attn: Xxxxxx X. Alloy | ||
(f) Cost and Expenses. The parties hereto shall each bear their own costs and
expenses (including consultants, attorneys and accountants) incurred in connection with the
transactions and agreements as provided in this Agreement.
(g) Time is of the Essence. Time is of the essence in connection with
performance of all obligations specified herein.
(h) Severability; Invalidity. The severability, invalidity or unenforceability of any
provision herein shall not impair the validity or enforceability of the obligations of any party
hereunder.
(i) Survival. The terms and conditions of this Agreement shall survive and shall not
be merged into the documents executed by the parties in connection with the closing of the
transactions contemplated hereunder.
(j) Governing Law. This Agreement shall be governed by the laws of the Commonwealth
of Virginia.
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IN WITNESS WHEREOF, the parties hereto have each executed this Agreement effective as
of the date hereinabove first written.
| NEIGHBORHOOD HOLDINGS, LLC |
||||
| By: | /s/ Xxxxxx X. Alloy, Chairman | |||
| Xxxxxx X. Alloy, Chairman | ||||
| XXXXXXX-XXXXXX COMMUNITIES, LLC |
||||
| By: | /s/ Xxxxxx X. Alloy, Chairman | |||
| Xxxxxx X. Alloy, Chairman | ||||
| NEIGHBORHOODS CAPITAL, LLC |
||||
| By: | /s/ Xxxxxx X. Alloy, Chairman | |||
| Xxxxxx X. Alloy, Chairman | ||||
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