XXXX OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT
FOR VALUABLE CONSIDERATION, receipt and adequacy of which is hereby
acknowledged, as of the date hereof (the "Effective Date"), the undersigned,
Waterton Raintree, L.L.C., a Delaware limited liability company ("Assignor"),
hereby sells, transfers, assigns and conveys to Barrington Hills Acquisition,
L.L.C., a Missouri limited liability company ("Assignee"), all right, title and
interest of Assignor in and to the "Personal Property", the "Tenant Leases", the
"Service Contracts", and the "Intangible Property", as each of the foregoing is
defined in that certain agreement (as amended, the "Purchase Agreement")
captioned "PURCHASE AGREEMENT", dated as of May 8, 2001, by and between Assignor
and the predecessor in interest to Assignee, and all escrowed funds held by
Lender pursuant to the terms of the Loan Documents. Unless otherwise defined
herein, all terms used in a capitalized manner herein shall have the meaning set
forth in the Purchase Agreement.
The covenants, agreements, representations, warranties, indemnities and
limitations provided in the Purchase Agreement with respect to the property
conveyed hereunder (including, without limitation, the limitations of liability
provided in Paragraphs 3, 8, 9 and 11B of the Purchase Agreement), are hereby
incorporated herein by this reference as if herein set out in full and shall
inure to the benefit of and shall be binding upon Assignee and Assignor and
their respective successors and assigns.
This Xxxx of Sale, Assignment and Assumption is made subject to the title
exceptions approved or deemed approved by Assignee pursuant to Paragraph 4 of
the Purchase Agreement.
This Xxxx of Sale, Assignment and Assumption may be executed in one or more
identical counterparts, each of which such counterpart shall be deemed an
original for all purposes and all such counterparts collectively consisting of
one such Xxxx of Sale, Assignment and Assumption.
As of the Effective Date, Assignee hereby accepts the foregoing Xxxx of
Sale, Assignment and Assumption and hereby agrees to assume and discharge, in
accordance with the terms thereof, all of the burdens and obligations of
Assignor relating to the Tenant Leases, the Service Contracts, and Intangible
Property first arising and accruing on and after the Effective Date; subject,
however, to any provisions in the Tenant Leases which limit the liability of the
lessor thereunder.
This Xxxx of Sale, Assignment and Assumption Agreement may be executed in
one or more counterparts, each of which shall be deemed to constitute an
original, but all of which, when taken together, shall constitute one and the
same instrument, with the same effect as if all of the parties to this Xxxx of
Sale, Assignment and Assumption Agreement had executed the same counterpart.
bill_of_sale_assignment_and_assumption_agreement.DOC 11/12/01 JCA 1
IN WITNESS WHEREOF, Assignor and Assignee have executed this Xxxx of Sale,
Assignment and Assumption as of November 14, 2001.
ASSIGNOR:
WATERTON RAINTREE, L.L.C.,
a Delaware limited liability company
By: Waterton Residential Property Fund II, L.P.,
its managing member
By: Waterton Fund II Managers, L.P.,
its general partner
By: VS Managers, L.L.C.,
its general partner
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Member
ASSIGNEE:
BARRINGTON HILLS ACQUISITION, L.L.C.,
a Missouri limited liability company
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Manager
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