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EXHIBIT 10.68
ASSIGNMENT OF REAL ESTATE AGREEMENT
THIS AGREEMENT (this "AGREEMENT") is entered into as of the
24th day of September, 1997 by TOWER EQUITIES AND REALTY CORP., a New York
Corporation ("ASSIGNOR") and TOWER REALTY OPERATING PARTNERSHIP, L.P., a
Delaware limited partnership ("ASSIGNEE").
W I T N E S S E T H:
WHEREAS, Assignor has previously entered into that certain
Real Estate Sale Agreement dated February 12, 1997 (the "CONTRACT") with
Executive Villas Limited Partnership, an Arizona limited partnership ("OWNER"),
as seller, and Assignor, as purchaser, for the purchase of the property located
in the City of Phoenix, County of Maricopa and State of Arizona and known as
0000 Xxxxx Xxxxxxx Xxxxxx, as more particularly described on EXHIBIT A attached
hereto; and
WHEREAS, Assignor desires to assign all of its right, title
and interest under the Contract to Assignee as of the Effective Date (as
hereinafter defined).
NOW, THEREFORE, in consideration of ten dollars ($10.00) and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto hereby agree as follows:
1. For purposes of this Agreement, the term "EFFECTIVE DATE"
shall mean the closing of the sale of the shares of stock of Tower Realty Trust,
Inc. to the public pursuant to an offering registered with the Securities
Exchange Commission.
2. Effective as of the Effective Date, Assignor hereby assigns
unto Assignee all of its right, title and interest under the Contract (the
"ASSIGNMENT").
3. Effective as of the Effective Date, Assignee hereby accepts
the Assignment.
4. Assignor shall not take any action with respect to the
Contract without the prior consent of Assignee.
5. In the event that the Effective Date shall not have
occurred by December 31, 1997, this Agreement shall immediately terminate
without the necessity of any further action by either party and this Agreement
shall be deemed null and void.
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6. Notwithstanding anything to the contrary contained herein,
this Agreement shall not be binding on, enforceable against, or effective as to
the Owner until all conditions stated in the Contract for a valid assignment
have been satisfied. Assignor and Assignee shall each use their best efforts to
satisfy all such conditions as soon as possible.
7. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and assigns.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date and year first above written.
TOWER EQUITIES AND REALTY CORP.
By: /s/ Xxxxxxxx Xxxxxxx
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Name: Xxxxxxxx Xxxxxxx
Title: President
TOWER REALTY OPERATING
PARTNERSHIP, L.P.
By: Tower Realty Trust, Inc., general partner
By: /s/ Xxxxxxxx Xxxxxxx
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Name: Xxxxxxxx Xxxxxxx
Title: Chairman & CEO
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EXHIBIT A
[Property Description]
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EXHIBIT "A"
PARCEL NO. 1:
Xxxx 0 xxx 0, XXXXXXXXXXXX XXXXX, according to Book 6 of Maps, Page 19, records
of Maricopa County, Arizona; and the East 40 feet of Xxxx 00 xxx 00, XXXXXXXX
XXXXXXX, according to Book 27 of Maps, Page 25, records of Maricopa County,
Arizona;
EXCEPT the North 5 feet of Lot 1; and
EXCEPT that part of Lot 1, TRANSYLVANIA TRACT, described as follows:
BEGINNING at the Northwest corner of said Lot 1; THENCE East, along the North
line of Lot 1, a distance of 10 feet;
THENCE Southwesterly to a point on the West line of Lot 1, distant 10 feet
South of the Northwest corner thereof;
THENCE North, along the West line of Lot 1, a distance of 10 feet to the point
of beginning; and
EXCEPT that part of Lot 1 bounded by the South line of said North 5 feet, the
West line of said Lot 1, and the arc of a circular curve concave Southeasterly,
having a radius of 12 feet, and being tangent to said South line and to said
West line;
EXCEPT any part thereof lying within the parcel of land described as follows:
BEGINNING at the Northwest corner of said Lot 1;
THENCE East, along the North line thereof, a distance of 10 feet;
THENCE Southwest to a point on the West line of said Lot 1 which is 10 feet
South of the point of beginning;
THENCE to the point of beginning.
PARCEL NO. 2:
Lots 3, 4, 5 and 6. TRANSYLVANIA TRACT, according to Book 6 of Maps, Page 19,
records of Maricopa County, Arizona; and Xxxx 00, 00, 00, 00 xxx 00, XXXXXXXX
XXXXXXX, according to Book 27 of Maps, Page 25, records of Maricopa County,
Arizona;
EXCEPT the North 5 feet of Lots 3, 4, 5 and 6, and
EXCEPT that part of Lot 6 described as follows:
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EXHIBIT 'A' CONTINUED
BEGINNING at the intersection of the East line of said Lot 5 with the South
line of the North 5 feet thereof;
THENCE Westerly, along said South line, a
distance of 5 feet;
THENCE Southeasterly to a point on said East line which is 5 feet Southerly of
the point beginning;
THENCE to the point of beginning.
PARCEL NO. 3:
That certain alley adjoining the North lines of Lots 10, 12, 14, 16, and 18,
and adjoining the West line of said Lot 18, as said lot and alley are shown on
the Official Plat of MONTEREY TERRACE, according to Book 27 of Maps, Page 25,
records of Maricopa County, Arizona.
EXCEPT from said Parcels 1, 2 and 3 above, all oil, gas and other minerals in,
on or under, or which may be produced from said land;
EXCEPT from the above exception all rights to the surface and that portion of
the sub-surface lying above a plane distant 500 feet below the surface of said
land for the purpose of exploration, development or production of minerals,
oil, gas and other hydrocarbon substances.
PARCEL NO. 4:
That part of Xxx 0, XXXXXXXX XXXXXXX, according to Book 27 of Maps, Page 25,
records of Maricopa County, Arizona, lying Westerly of the Southerly
prolongation of the West line of Lot 7, TRANSYLVANIA TRACT, according to Book
6 of Maps, Page 19, records of Maricopa County, Arizona, including that part of
the abandoned alley adjoining said lot on the North;
EXCEPT BEGINNING at the intersection of the South line of said Lot 8 with the
Southerly prolongation of the Xxxx xxxx xx Xxx 0, XXXXXXXXXXXX XXXXX;
THENCE Northerly along said West line, a distance of 3 feet;
THENCE Southwesterly to a point on said South line which is 3 feet Westerly of
the point of beginning;
THENCE to the point of beginning.
