EXHIBIT 2.3
ASSIGNMENT AND ASSUMPTION OF CONTRACT
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Agreement made as of this 3rd day of September, 1997, by and between
Green 17 Battery LLC, a New York limited liability company having an address
at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx ("Assignor") and XX Xxxxx
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Operating Partnership, L.P., a Delaware limited partnership having an address
at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx ("Assignee").
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RECITALS
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Assignor is the contract vendee under that certain agreement of sale
between Assignor, as purchaser, and 17 Battery Associates LLC, as seller,
dated as of June 27, 1997, covering the property and interests more
particularly therein (the "Contract").
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Pursuant to the Option to Purchase dated as of July 25, 1997 (the
"Option"), Assignor agreed, inter alia, to assign the Contract, to Assignee
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and Assignee agreed to assume Assignor's obligations thereunder and with
respect thereof.
AGREEMENTS
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In consideration of the promises and conditions contained herein, and of
other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:
1. Assignor hereby assigns to Assignee, without warranty,
representation or recourse, all of its right, title and interest in, to and
under the Contract and to the Xxxxxxx Money Deposit (as defined therein).
2. Assignee hereby assumes the Contract and all of Assignor's
obligations under the Contract and Assignee agrees to indemnify Assignor
against and hold Assignor harmless from any and all costs, damages,
liabilities and expenses, including, without limitation, reasonable
attorney's fees, imposed upon or incurred by Assignor by reason of Assignee's
failure to perform the purchaser's obligations under the Contract arising
from and after the date of this Agreement.
3. This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto, their successors in interest and assigns.
IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto as of the day and year first above written.
ASSIGNOR:
GREEN 17 BATTERY LLC, Seller
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
Member
ASSIGNEE:
XX XXXXX OPERATING PARTNERSHIP, L.P.,
Purchaser
By: XX Xxxxx Realty Corp.,
its general partner
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
President
