Exhibit 10.54
ASSIGNMENT AND ASSUMPTION OF
PURCHASE AND SALE AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT (this
"Assignment") is made and entered into as of this 5th day of January, 2004 by
and between INLAND REAL ESTATE ACQUISITIONS, INC., an Illinois corporation, as
Assignor ("Assignor"), and INLAND SOUTHEAST NEW BRITAIN, L.L.C., a Delaware
limited liability company, as Assignee ("Assignee").
RECITALS:
A. Assignor previously has executed and entered into that certain
Purchase and Sale Agreement dated as of August 22, 2003, with DAM NB LLC (as
amended, the "Agreement").
B. Assignor desires to assign all of its right, title and interest in,
to and under the Agreement to Assignee, and Assignee desires to accept such
assignment and assumes all of Assignor's duties and obligations under the
Agreement that arise and accrue from and after the date of this Assignment, all
upon and subject to the terms and provisions of this Assignment.
AGREEMENT:
NOW, THEREFORE, in consideration of the foregoing Recitals, the mutual
agreement of the parties hereto and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1. INCORPORATION OF 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 of this Assignment in their entirety.
2. ASSIGNMENT. Assignor hereby assigns, conveys, transfers and sets over
to Assignee all of Assignor's right, title and interest in, to and under the
Agreement.
3. ACCEPTANCE OF ASSIGNMENT AND ASSUMPTION. Assignee hereby accepts the
foregoing assignment and hereby assumes, and agrees to perform, all of
Assignor's duties and obligations under the Agreement that arise and accrue from
and after the date of this Assignment.
4. SEVERABILITY. If any provision of this Assignment or the application
thereof to any person or circumstance is or shall be deemed illegal, invalid or
unenforceable, the remaining provisions of this Assignment shall remain in full
force and effect and this Assignment shall be interpreted as if such illegal,
invalid or unenforceable provision did not exist.
5. BINDING EFFECT. Each provision of this Assignment shall extend to
and shall bind and inure to the benefit of Assignor and Assignee and their
respective heirs, legal representatives, successors and assigns.
6. TIME OF ESSENCE. Time is of the essence of this Assignment and each
provision hereof.
7. ENTIRE AGREEMENT. This Assignment contains the entire agreement of
Assignor and Assignee with respect to subject matter hereof. No prior agreements
or understandings with respect to the subject matter hereof shall be valid or of
any force or effect.
8. GOVERNING LAW. This Assignment shall be governed by, and construed in
accordance with, the laws of the State of Illinois.
9. COUNTERPARTS. This Assignment may be executed in separate
counterparts, each of which shall constitute an original copy hereof, but all of
which shall constitute but one and the same agreement.
IN WITNESS WHEREOF, Assignor and Assignee have executed and delivered this
Assignment as of the date and year first written above.
ASSIGNOR:
INLAND REAL ESTATE ACQUISITIONS, INC.,
an Illinois corporation
By: /s/ Xxx Xxxxxxx
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Name: Xxx Xxxxxxx
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Its: Senior Vice President
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ASSIGNEE:
INLAND SOUTHEAST NEW BRITAIN, L.L.C., a
Delaware limited liability company
By: INLAND WESTERN RETAIL REAL
ESTATE TRUST, INC., its sole member
By: /s/ Xxxxxxx Xxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxx
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Its: Asst. Secretary
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