EXHIBIT 2.4
ASSIGNMENT AND ASSUMPTION OF AGREEMENT
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FOR GOOD AND VALUABLE CONSIDERATION, the receipt and adequacy of which
is hereby acknowledged, 17 Battery Associates LLC ("Assignor") hereby assigns
to 17 Battery Upper Partners LLC ("Assignee") all of Assignor's right, title
and interest in and to that certain Amended and Restated Agreement of Sale
(the "Agreement"), dated as of June 27, 1997, between Assignor and Green 17
Battery LLC, and Assignee hereby assumes all of Assignor's obligations and
liabilities under the Agreement.
IN WITNESS WHEREOF, Assignor and Assignee have duly executed this
Assignment as of December 19, 1997.
17 BATTERY ASSOCIATES LLC,
a New York limited liability company
By: 17 Diamond Corp., its manager
By: /s/ Xxxxx X. Xxxxx
____________________
Xxxxx X. Xxxxx
President
17 BATTERY UPPER PARTNERS LLC,
a New York limited liability company
By: 17 Battery Associates LLC,
its manager
By: 17 Diamond Corp., its manager
By: /s/ Xxxxx X. Xxxxx
____________________
Xxxxx X. Xxxxx
President
