EXHIBIT 10.12
XXXX OF SALE AND GENERAL ASSIGNMENT
THIS XXXX OF SALE AND GENERAL ASSIGNMENT (this "Assignment") is
executed as of the 1st day of November, 2004, by and between Xxxxx X. Xxxxxxxx
and A. Xxxxxxx Xxxxxxxx, as Trustees of Franklin Village Trust, a Massachusetts
nominee trust (the "Assignor"), having an office at 0000 Xxxxxxxx Xxxxxxx Xxxxx,
Xxxxxxxx, Xxxxxxxxxxxxx 00000 and Cedar-Franklin Village LLC, a Delaware limited
liability company ("Assignee"), having an office c/o Cedar Shopping Centers
Partnership, L.P., 00 Xxxxx Xxxxxx Xxxxxx, Xxxx Xxxxxxxxxx, Xxx Xxxx 00000.
WHEREAS, Assignee is this day purchasing from Assignor and Assignor is
conveying to Assignee the Property (as such term is described in that certain
Agreement of Purchase and Sale dated as of August 2, 2004, between Assignor and
Assignee (the "Purchase and Sale Agreement")).
WHEREAS, Assignor desires to assign, transfer, setover and deliver to
Assignee all of Assignor's rights, in and for all furnishings, fixtures,
fittings, appliances, apparatus, equipment, machinery and other items of
personal property, affixed or attached to, or placed or situated upon, the
Property (including, without limitation, the items set forth on Exhibit A
attached hereto and made a part hereof), and the following incidental rights and
appurtenances relating thereto (collectively, the "Assigned Properties"):
A. All of Assignor's right, title and interest in and to all use,
occupancy, building and operating permits, licenses, approvals,
documents, instruments, if any, issued from time to time with respect
to the Property or the Assigned Properties and all easements,
rights-of-way, privileges, appurtenances and other rights (including
without limitation, mineral and development rights with respect to the
Property);
B. All of Assignor's rights, title and interest in and to all existing and
assignable guaranties and warranties (express or implied), if any,
issued in connection with the construction, alteration and repair of
the Property and/or the purchase, installation and the repair of the
Assigned Properties; and
C. All copyrights, trademarks, service marks and other marks and trade or
business names relating to ownership, use and operation of the
Property.
NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Assignor hereby assigns, transfers, sets over and delivers to Assignee,
its successors and assigns, all of Assignor's right, title and
interest, if any, in and to the Assigned Properties.
2. The terms and provisions of this Assignment shall be binding upon
and inure to the benefit of the respective parties hereto, and their
respective successors and assigns.
IN WITNESS WHEREOF, Assignor has caused this Assignment to be duly
executed as of the day and year first written above.
ASSIGNOR:
FRANKLIN VILLAGE TRUST, a
Massachusetts nominee trust
By: /s/ Xxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Trustee
By: /s/ A. Xxxxxxx Xxxxxxxx
--------------------------------
Name: A. Xxxxxxx Xxxxxxxx
Title: Trustee
EXHIBIT A
PERSONAL PROPERTY
Inventory of paper products (paper towels, toilet paper, etc.)
Inventory of ice melt, trash liners, irrigation parts
Inventory of replacement parts for sprinkler system
Inventory of nails and screws
Inventory of chemicals for water cooling tower
Inventory of cleaning supplies
Inventory of light bulbs for interior and parking areas
Parking lot striper
Cast iron grates for tree planting
Banners and holiday decorations
