Exhibit (a)(2)
AGREEMENT of ASSIGNMENT and TRANSFER
For Limited Partnership Interests in
Marriott Residence Inn Limited Partnership
Please make any corrections to name/mailing
address in space to the left.
I hereby tender to Madison Liquidity Investors 114, LLC (the "Purchaser"), a
Delaware limited liability company, and/or its assignees, the above-described
limited partnership Units in Marriott Residence Inn Limited Partnership, a
Delaware limited partnership (the "Partnership"), for $300 per Unit in cash
(reduced by the amount of any cash distributions made to me by the Partnership
on or after May 16, 2001 and together with interest as provided in the Offer) in
accordance with the terms and subject to the conditions of the Purchaser's Offer
to Purchase dated May 16, 2001 (the "Offer to Purchase") and this Agreement of
Assignment and Transfer (which, together with the Offer to Purchase and any
supplements or amendments, constitutes the "Offer"). I acknowledge that I have
received the Offer to Purchase. The Offer, the proration period (described
further in Section 4 of the Offer to Purchase) and the withdrawal rights
(described further in Section 5 of the Offer to Purchase) will remain open until
5:00 p.m. Eastern Daylight Time on June 15, 2001, subject to extension at the
discretion of the Purchaser (the "Expiration Date"). I understand that (i)
payment for the Units tendered hereby and accepted by the Purchaser will be made
by check mailed to me at the address above promptly following the transfer or
assignment of the Units to the Purchaser, (ii) payment may be several months
after the Expiration Date of the Offer and (iii) the Purchaser shall not be
liable for any damages that may be incurred by me as a result of any delay in
such payment caused by the Partnership's failure to either promptly effect
transfers or declare the amount of distributions. I further understand that the
Purchaser may, at its sole discretion, reject (in whole or in part) any and all
tenders of Units prior to making payment therefor in the event of a change in
any of the financial or procedural considerations taken into account by the
Purchaser in formulating and extending the Offer. The Offer is subject to
Section 13 - "Conditions of the Offer" of the Offer to Purchase.
Subject to, and effective upon, acceptance of this Agreement of Assignment and
Transfer and payment for the Units tendered hereby in accordance with the terms
and subject to the conditions of the Offer, I hereby sell, assign, transfer,
convey and deliver to the Purchaser, and the Purchaser shall be entitled to
receive, (i) all of my right, title and interest in and in any way related to
the Units tendered hereby and accepted by the Purchaser for payment pursuant to
the Offer (the "Tendered Units"), (ii) any and all cash and non-cash
distributions (including, without limitation, Distributable Cash Flow and Net
Cash Proceeds), other Units or other securities declared, made, issued or
issuable in respect of the Tendered Units on or after May 16, 2001 without
regard to whether the cash or other property that is included in any such
distribution was received by the Partnership before or after May 16, 2001 and
without regard to whether the applicable sale, financing, refinancing or other
disposition took place before or after May 16, 2001, (iii) all rights in, and
claims to, any Partnership profits and losses, cash distributions, voting rights
and other benefits of any nature whatsoever distributable or allocable to the
Tendered Units under the Partnership's Limited Partnership Agreement or
otherwise, and (iv) all proceeds received by me after May 16, 2001 of or other
consideration resulting from litigation or other assertion of claims having
accrued in favor of the Partnership, the tendering Unitholder or his or hers
predecessor(s) in interest with respect to the tendering Unitholder's or such
other person's purchase of Units or otherwise with respect to the business or
management of the Partnership from its inception to the time of payment for the
Units tendered hereunder. It is my further understanding, and I further
acknowledge and agree, that the taxable income and taxable loss attributable to
the transferred Units with respect to the taxable period in which the date on
which the Purchaser is listed in the records of the Partnership as the holder of
record of the Tendered Units occurs shall be divided among and allocated between
me and the Purchaser as provided in the Partnership Agreement, or in accordance
with such other lawful allocation methodology as may be agreed upon by the
Partnership and the Purchaser. It is my intention that the Purchaser, if it so
elects, succeed to my interest as a Substitute Limited Partner, as defined in
the Partnership Agreement, in my place with respect to the transferred Units.
I hereby represent and warrant to the Purchaser and the Partnership that I have
the full right, power and authority to transfer the Units and to execute this
Agreement of Assignment and Transfer and all other documents executed in
connection herewith without the joinder of any other person or party. If I am
executing this Agreement of Assignment and Transfer or any other document in
connection herewith on behalf of a business or other entity other than an
individual person, I have the right, power and authority to execute such
documents on behalf of such entity without the joinder of any other person or
party. I hereby further represent and warrant to the Purchaser that (i) I have
received the Offer to Purchase, (ii) I own the Units and have full right, power
and authority to validly sell, assign, transfer, convey and deliver to the
Purchaser the Units, (iii) effective when the Units are accepted for payment by
and transferred to the Purchaser, the Purchaser will hereby acquire good,
marketable and unencumbered title thereto, free and clear of all options, liens,
restrictions, charges, encumbrances, conditional sales agreements or other
obligations relating to the sale or transfer thereof, and the Units will not be
subject to any adverse claim, and (iv) I am a "United States person," as defined
in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the
"Internal Revenue Code").
Subject to Section 5 - "Withdrawal Rights" of the Offer to Purchase, I hereby
irrevocably constitute and appoint the Purchaser as my true and lawful agent and
attorney-in-fact with respect to the Tendered Units, with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), effective on the Expiration Date, to (i) vote or act
in such manner as any such attorney-in-fact shall, in its sole
discretion, deem proper with respect to the Tendered Units, (ii) deliver the
Tendered Units and transfer ownership of the Tendered Units on the Partnership's
books maintained by the General Partner, (iii) endorse, on my behalf, any and
all payments received by the Purchaser from the Partnership that are made on or
after May 16, 2001 which are made payable to me, in favor of the Purchaser or
any other payee the Purchaser otherwise designates, (iv) execute a Loss and
Indemnity Agreement relating to the Tendered Units on my behalf if I fail to
include my original certificate(s) (if any) representing the Tendered Units with
this Agreement, (v) execute on my behalf any applications for transfer and any
distribution allocation agreements required by National Association of
Securities Dealers Notice to Members 96-14 to give effect to the transactions
contemplated by this Agreement, (vi) receive all benefits and cash distributions
and otherwise exercise all rights of beneficial ownership of the Tendered Units,
and (vii) direct the General Partner to immediately change the address of record
of the registered owner of the Tendered Units to that of the Purchaser, as my
attorney-in-fact. The Purchaser is further authorized, as part of its powers as
my attorney-in-fact with respect to the Tendered Units, to commence any
litigation that the Purchaser, in its sole discretion, deems necessary to
enforce any exercise of the Purchaser powers as my attorney-in-fact as set forth
herein. The Purchaser shall not be required to post bond of any nature in
connection with this power of attorney. I hereby direct the Partnership and the
General Partner to remit to the Purchaser any distributions made by the
Partnership with respect to the Tendered Units on or after May 16, 2001. I agree
to promptly pay to the Purchaser any and all (1) distributions made by the
Partnership with respect to the Tendered Units on or after May 16, 2001 that are
received by me, and (2) all proceeds received by me after May 16, 2001 of or
other consideration resulting from litigation or other assertion of claims
having accrued in favor of the Partnership, the tendering Unitholder or his or
hers predecessor(s) in interest with respect to the tendering Unitholder's or
such other person's purchase of Units or otherwise with respect to the business
or management of the Partnership from its inception to the time of payment for
the Units tendered hereunder. If such proceeds or distributions are not promptly
paid to the Purchaser, they will be deducted from the final payment and I will
be liable to the Purchaser for any difference between the distribution amount
and the agreed upon payment if such distributions exceed said payment. I further
agree to pay any costs incurred by the Purchaser in connection with the
enforcement of any of my obligations hereunder and to indemnify and hold
harmless the Purchaser from and against all claims, demands, damages, losses,
obligations and responsibilities arising, directly or indirectly, out of my
breach of any of the agreements, representations and warranties made by me
herein.
I hereby direct the General Partner to immediately change my address of record
as the registered owner of the Tendered Units to be transferred herein to that
of the Purchaser, conditional solely upon the Purchaser's execution of this
agreement.
If legal title to the Tendered Units is held through an XXX or XXXXX or similar
account, I understand that this agreement must be signed by the custodian of
such XXX or XXXXX account. Furthermore, I hereby authorize and direct the
custodian of such XXX or XXXXX to confirm this agreement.
I hereby release and discharge the General Partner and its officers,
shareholders, directors, employees and agents from all actions, causes of
actions, claims or demands I have, or may have, against the General Partner that
result from the General Partner's reliance on this Agreement of Assignment and
Transfer or any of the terms and conditions contained herein. I hereby
indemnify and hold harmless the Partnership from and against all claims,
demands, damages, losses, obligations and responsibilities arising, directly or
indirectly, out of a breach of any one or more representations and warranties
set forth herein.
All authority herein conferred or agreed to be conferred shall survive my death
or incapacity and all of my obligations shall be binding upon my heirs, personal
representatives, successors and assigns. In addition, I hereby agree not to
offer, sell or accept any offer to purchase any or all of the Units to or from
any third party until the Offer is consummated or terminated. Upon request, I
will execute and deliver any additional documents deemed by the Purchaser and
its designees to be necessary or desirable to complete the assignment, transfer
and purchase of the Units.
I acknowledge that if proration is required pursuant to the terms of the Offer,
the Purchaser will accept for payment from among those Units validly tendered on
or prior to the Expiration Date and not properly withdrawn, the maximum number
of Units permitted pursuant to the Offer on a pro rata basis, with adjustments
to avoid purchases of certain fractional Units and purchases which would violate
the terms of the Offer or the Partnership's Limited Partnership Agreement,
including Section 7.01 thereof, based upon the number of Units validly tendered
prior to the Expiration Date and not properly withdrawn.
I hereby certify, under penalties of perjury, that (i) the number shown on this
form is my correct Social Security Number or Taxpayer Identification Number and
(ii) I am not subject to backup withholding because (1) I am exempt from backup
withholding, (2) I have not been notified by the Internal Revenue Service (the
"IRS") that I am subject to backup withholding as a result of a failure to
report all interest or dividends or (3) the IRS has notified me that I am no
longer subject to backup withholding.
I hereby also certify, under penalties of perjury, that I am, if an individual,
not a nonresident alien for purposes of U.S. income taxation, and if not an
individual, not a foreign corporation, foreign partnership, foreign trust, or
foreign estate (as those terms are defined in the Internal Revenue Code and
regulations thereunder). I understand that this certification may be disclosed
to the IRS by the Purchaser and that any false statements contained herein could
be punishable by fine, imprisonment, or both.
This Agreement shall be governed by and construed in accordance with the laws of
the State of Delaware. I waive any claim that any state or federal court
located in the State of Delaware is an inconvenient forum, and waive any right
to trial by jury.
Please complete ALL fields. Sign and obtain a Medallion Signature Guarantee.
Make a copy for yourself. Return this Agreement of Assignment and
Transfer and your Limited Partnership Certificate(s) in the enclosed envelope.
The method of delivery of this Agreement of Assignment and Transfer and Limited
Partnership Certificate(s) is at your option and risk. If delivery is by mail,
registered mail with return receipt requested, properly insured, is recommended.
In all cases, sufficient time should be allowed to ensure timely delivery.
Important: Please check the following box if you have lost or misplaced your
Limited Partnership Certificate or other confirmation of ownership:[_]
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Date: Phone#: Units: All / or Desired Number: ________
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(If you desire to sell less than all of
-------------------------------------- your Units, Strike "All" and indicate
E-Mail Address: the number of Units to be sold.)
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To obtain a Medallion Signature Guarantee, you must sign this Agreement in front
of a banker or broker.
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Your Signature Medallion Signature Guarantee
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Your Social Security #:
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Co-Owner's Signature Medallion Signature Guarantee
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Co-Owner's Social Security #:
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Custodian Company Name: Medallion Signature Guarantee
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Custodian Signature:
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AGREED TO AND ACCEPTED: Custodian Tax ID #:
Madison Liquidity Investors -------------------------------------------
114, LLC -------------------------------------------
Custodian Account #:
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By:_____________________________
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Offer Price: $300 Purchaser: Madison Liquidity Investors 114 LLC
Dist. Date May 16,
2001
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The Purchaser is committed to protecting your privacy. Personal information is
collected from you only to execute the sale of your units. We do not rent, lease
or sell your personal information to third parties.
