ASSIGNMENT AND ASSUMPTION OF RIGHTS UNDER ***shopping center purchase and sale agreement
Exhibit 10.15
ASSIGNMENT
AND ASSUMPTION OF RIGHTS UNDER
***shopping center purchase and sale agreement
Reference is made to the Shopping Center Purchase and Sale Agreement dated November 21, 2017, as amended (collectively, the “Agreement”) between the Xxxxxxxx Xxxxxx Group LLC, an Ohio limited liability company (“Assignor”), as Purchaser, and Ramco-Xxxxxxxxxx Properties, L.P., a Delaware limited partnership, as Seller, with respect to the Rolling Xxxxxxx Shopping Center located in Rolling Meadows, Illinois. Capitalized terms used herein but not defined have the meanings set forth for the same in the Agreement. For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, Assignor hereby assigns, transfers and sets over all of Assignor’s right, title, and interest as Purchaser under the Agreement (i) with respect to Xxx 0 xx xxx Xxxxxxx Xxxxxxx Xxxxxxxx Xxxxxx Subdivision of Xxx 0 xx Xxxxxxx Xxxxxxx Xxxx Xx. 0 and the land and improvements thereon (and $13,600,000.00 of the Purchase Price under the Agreement and $110,000.00 of the Deposit under the Agreement) to ROLLING XXXXXXX STATION LLC, a Delaware limited liability company (“Station I”), and (ii) with respect to Lot 2 in the Rolling Xxxxxxx Shopping Center Subdivision of Xxx 0 xx Xxxxxxx Xxxxxxx Xxxx Xx. 0 and the land and improvements thereon (and $3,750,000.00 of the Purchase Price under the Agreement and $390,000.00 of the Deposit under the Agreement) to ROLLING XXXXXXX STATION II LLC, a Delaware limited liability company (“Station II”).
Station I and Station 2 hereby accept the foregoing assignments and transfers and assume and agree to perform all of the Assignor’s obligations under the Agreement and hereby release, indemnify and hold Assignor harmless from any loss, cost, liability or expense which may be suffered by Assignor in connection with such Agreement, except for any loss, cost, liability or expense resulting from the acts of Assignor in connection with the Agreement taken prior to the date of this Assignment without the applicable authorization or consent of the undersigned.
[Signature page follows]
ASSIGNOR:
THE XXXXXXXX XXXXXX GROUP LLC,
An Ohio limited liability company
| By: | Xxxxxxxx Xxxxxx Grocery Center Operating |
Partnership I, L.P., a Delaware limited
partnership, its sole member
| By: | Xxxxxxxx Xxxxxx Grocery Center OP GP I |
LLC, a Delaware limited liability company,
its General Partner
| By: | /s/ Xxxxxx X. Xxxxx |
Xxxxxx X. Xxxxx, Vice President
STATION:
ROLLING XXXXXXX STATION LLC,
a Delaware limited liability company
| By: | Xxxxxxxx Xxxxxx Grocery Center Operating |
Partnership III, L.P., a Delaware limited
partnership, its sole member
| By: | Xxxxxxxx Xxxxxx Grocery Center OP GP III |
LLC, a Delaware limited liability company,
its General Partner
| By: | /s/ Xxx Xxxxxxxxx |
Xxx Xxxxxxxxx, Vice President
STATION II:
ROLLING XXXXXXX STATION II LLC,
a Delaware limited liability company
| By: | Xxxxxxxx Xxxxxx Grocery Center Operating |
Partnership III, L.P., a Delaware limited
partnership, its sole member
| By: | Xxxxxxxx Xxxxxx Grocery Center OP GP III |
LLC, a Delaware limited liability company,
its General Partner
| By: | /s/ Xxx Xxxxxxxxx |
Xxx Xxxxxxxxx, Vice President
