Exhibit 10.88
GENERAL ASSIGNMENT
This GENERAL ASSIGNMENT (the "ASSIGNMENT") is made and entered into this
5th day of March, 2004 by HERITAGE TOWNE CROSSING, L.P., a Texas limited
partnership ("ASSIGNOR") and INLAND WESTERN EULESS LIMITED PARTNERSHIP, an
Illinois limited partnership ("ASSIGNEE").
RECITALS:
A. Assignor and Assignee have entered into that certain letter agreement
dated as of January 8, 2004, as amended (the "AGREEMENT") relating to the sale
of that certain tract of land together with the improvements thereon (the
"PROPERTY") located in Euless, Texas, and being legally described in EXHIBIT A,
attached hereto and made a part hereof.
B. In connection with the conveyance of the Property to Assignee,
Assignor and Assignee desire to execute and deliver this general assignment
assigning all of Assignor's right, title and interest in and to the items
identified below to Assignee.
NOW, THEREFORE, in consideration of the receipt of Ten 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 and
agreed by Assignor, the parties hereby agree as follows:
1. RECITALS; DEFINED TERMS. The foregoing recitals are acknowledged to be
accurate and are incorporated herein by reference. Capitalized terms used in
this Assignment and not defined herein but defined in the Agreement shall have
the meanings given to such terms in the Agreement.
2. ASSIGNMENT BY ASSIGNOR. Assignor hereby transfers and assigns to
Assignee, without warranty or representation of any kind, all right, title and
interest of Assignor, if any, in and to all of the contracts, licenses,
warranties, permits, intangible personal property and other items listed on
EXHIBIT B attached hereto and made part hereof (collectively, the "ASSIGNED
PROPERTY").
3. AS-IS CONVEYANCE. Notwithstanding anything to the contrary contained
in this Assignment, it is understood and agreed that the Assigned Property is
being sold and conveyed hereunder "as is, where is and with all faults" without
any express or implied representation or warranty by Assignor as to the fitness
for a particular purpose, merchantability, design, quantity, layout footage,
physical condition, operation, compliance with specifications, absence of latent
defects or compliance with laws and regulations (including, without limitation,
those relating to zoning, health, safety and the environment) or any other
matter affecting the Assigned Property.
4. INDEMNITY BY ASSIGNOR. Assignor does hereby agree to indemnify, hold
harmless and defend Assignee harmless from and against all claims, damages,
losses, liabilities, costs and expenses (including but not limited to reasonable
attorneys' fees and expenses) arising out of any failure by Assignor to perform
or observe the obligations, covenants, terms and conditions of or under the
Assigned Property, to the extent arising prior to the date hereof.
5. ASSUMPTION BY ASSIGNEE. Assignee hereby accepts the foregoing
assignment and assumes and agrees to perform all obligations of the owner under
the Assigned Property arising from and after the date hereof.
6. INDEMNITY BY ASSIGNEE. Assignee does hereby agree to indemnify, hold
harmless and defend Assignor from and against all claims, damages, losses,
liabilities, costs and expenses (including but not limited to reasonable
attorneys' fees and expenses) arising out of any failure of Assignee to perform
or observe, and Assignee's performance and observance of, the obligations,
duties, covenants, terms and conditions assumed by Assignee hereunder, to the
extent arising from and after the date hereof.
7. 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 shall constitute one instrument, and shall be binding
and effective when all parties hereto have executed at least one counterpart.
8. DISPUTE. In the event of any dispute between Assignor and Assignee
arising out of the obligations of the parties under this Assignment or
concerning the meaning or interpretation of any provision contained herein, the
losing party shall pay the sole prevailing party's costs and expenses of such
dispute, including, without limitation, reasonable attorneys' fees and costs.
9. SUCCESSORS. This Assignment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.
(SIGNATURE PAGE FOLLOWS)
SIGNATURE PAGE FOR
GENERAL ASSIGNMENT BETWEEN
HERITAGE TOWNE CROSSING, L.P.
AND INLAND WESTERN EULESS LIMITED PARTNERSHIP
IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment
to be executed as of the day and year first above written.
ASSIGNOR:
INLAND WESTERN EULESS LIMITED
PARTNERSHIP, an Illinois limited partnership
By: Inland Western Euless GP, L.L.C., a Delaware
limited liability company
By: Inland Western Retail Real Estate Trust,
Inc., a Maryland corporation, its sole
member
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
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Title: Asst Secretary
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ASSIGNEE:
HERITAGE TOWNE CROSSING, L.P., a Texas limited
partnership
By: HTC Development, Inc., a Texas corporation, its
general partner
By:
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Xxxx X. Xxxxx, Executive Vice President
EXHIBITS
EXHIBIT A: LEGAL DESCRIPTION OF THE PROPERTY
EXHIBIT B: LIST OF ASSIGNED PROPERTY
SIGNATURE PAGE FOR
GENERAL ASSIGNMENT BETWEEN
HERITAGE TOWNE CROSSING, L.P.
AND INLAND WESTERN EULESS LIMITED PARTNERSHIP
IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment
to be executed as of the day and year first above written.
ASSIGNOR:
INLAND WESTERN EULESS LIMITED
PARTNERSHIP, an Illinois limited partnership
By: Inland Western Euless GP, L.L.C., a Delaware
limited liability company
By: Inland Western Retail Real Estate Trust,
Inc., a Maryland corporation, its sole
member
By:
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Name:
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Title:
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ASSIGNEE:
HERITAGE TOWNE CROSSING, L.P., a Texas limited
partnership
By: HTC Development, Inc., a Texas corporation, its
general partner
By: /s/ Xxxx X. Xxxxx
---------------------------------------
Xxxx X. Xxxxx, Executive Vice President
EXHIBITS
EXHIBIT A: LEGAL DESCRIPTION OF THE PROPERTY
EXHIBIT B: LIST OF ASSIGNED PROPERTY
EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
Xxxx 0 xxx 0, Xxxxx X xx Xxxxxxxx Xxxxx Crossing Addition, an addition to the
City of Euless, Tarrant County, Texas according to the Final Plat thereof
recorded in Cabinet A, Slides 7743 and 7744, Plat Records, Tarrant County,
Texas.
EXHIBIT B
LIST OF ASSIGNED PROPERTY
1. All licenses, registrations, certificates, permits, approvals and other
governmental authorizations relating to the construction, operation, use or
occupancy of the Property and the buildings and other improvements located
thereon, or any portion thereof, save and except that certain application for
Innocent Owner Protection (IDP) from the Texas Council on Environmental Quality
(TCEQ) relating to Xxx 0, Xxxxx A of the Property, now owned by Chick-Fil-A and
a certain holdback held by Chick-Fil-A owed to Assignor in the amount of
$200,000.00;
2. All of Assignor's right, title and interest in and to all logos, designs,
trade names, trademarks, service marks, copyrights and other intangible personal
property relating to the Property, including without limitation the name
Heritage Towne Crossing and any other name or names by which the Property is
referred or known;
3. All of Assignor's right, title and interest in and to all warranties and
guarantees, if any, relating to the personal property located on the Property or
in the buildings and other improvements located thereon;
4. All of Assignor's right, title and interest in and to all as-built plans
and specifications, construction drawings, and engineering plans and studies
relating to the Property.
