Exhibit 10.119
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 21st day of April, 2004 by Inland
Real Estate Acquisitions, Inc., an Illinois Corporation, ("Assignor"), and
Inland Western Baton Rouge, L.L.C. ("Assignee").
RECITALS
X. Xxxxxx-Xxxxxx No. 2 Limited Partnership ("Seller") and Assignor have
previously entered into that certain Letter Agreement with Addendum attached
thereto dated as of February 4, 2004 (the "Purchase Agreement"), relating to the
sale of a certain shopping center commonly known as Bluebonnet Parc located in
the City of Baton Rouge, Louisiana.
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/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
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Title: DUE DILIGENCE OFFICER
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ASSIGNEE:
INLAND WESTERN BATON ROUGE, L.L.C.,
A Delaware limited liability company
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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Title: Asst. Secretary
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