EXHIBIT 10.10
ASSIGNMENT OF PURCHASE AGREEMENT
This Assignment of Purchase Agreement (this "Assignment") is executed to
be effective as of the 25th day of June, 2004, by BEHRINGER HARVARD MID-TERM
VALUE ENHANCEMENT FUND I LP, a Texas limited partnership ("Assignor"), and
BEHRINGER HARVARD NORTHPOINT I LP, a Texas limited partnership ("Assignee").
W I T N E S S E T H:
A. Assignor, as "Purchaser", has entered into that certain Purchase
Agreement dated as of June 18, 2004 (as amended, the "Contract") with Northpoint
Office Partners L.P., a Texas limited partnership, as "Seller", covering certain
property commonly known as Northpoint I Office Building in the City of Dallas,
Dallas County, Texas, and being more particularly described in the Contract.
B. Assignor desires to assign to Assignee all of its right, title
and interest as Purchaser in and to the Contract, and Assignee desires to
acquire from Assignor all of Assignor's right, title and interest as Purchaser
in and to the Contract and to assume all of the duties and obligations of
Purchaser under the Contract.
NOW, THEREFORE, for and in consideration of the sum 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
confessed, Assignor does hereby ASSIGN AND TRANSFER unto Assignee all of the
right, title and interest of Assignor as Purchaser in and to the Contract.
Assignee, by its acceptance and execution hereof, hereby assumes and agrees to
perform all obligations of Purchaser pursuant to the Contract.
EXECUTED to be effective as of the date first written above.
ASSIGNOR:
BEHRINGER HARVARD MID-TERM VALUE
ENHANCEMENT FUND I LP
By: Behringer Harvard Funds I LP
General Partner
By:____________________________________
Name:
Title:
ASSIGNEE:
BEHRINGER HARVARD NORTHPOINT I LP
By: Behringer Harvard Northpoint I GP, LLC
General Partner
By:__________________________________
Name:
Title:
2