EXHIBIT 10.35
Assignment Agreement between
CNL Hospitality Corp. and CNL Hospitality Partners, LP
relating to the Courtyard - Palm Desert and
the Residence Inn - Palm Desert
ASSIGNMENT OF CONTRACT
FOR AND IN CONSIDERATION of the sum of TEN AND NO/100 DOLLARS ($10.00)
and of other good and valuable considerations, the receipt and sufficiency of
which are hereby acknowledged, the undersigned CNL HOSPITALITY CORP., a Florida
corporation (hereinafter referred to as "Assignor"), does hereby transfer, set
over, assign and convey unto CNL HOSPITALITY PARTNERS, LP, a Delaware limited
partnership (hereinafter referred to as "Assignee"), and Assignee hereby
assumes, all of Assignor's rights, interests, privileges, duties and obligations
in, to and under, that certain Palm Desert Courtyard and Residence Inn Purchase
and Sale Agreement dated January 19, 2000, between Assignor, as Buyer, and PDH
ASSOCIATES LLC, a Utah limited liability company, as Seller, as amended by that
certain Letter Agreement dated March 9, 2000, that certain Palm Desert Courtyard
and Residence Inn Amendment to Purchase and Sale Agreement with an Effective
Date of March 21, 2000, that certain Letter Agreement dated May 2, 2000, and
certain Letter Agreement dated May 12, 2000, that certain Letter Agreement dated
May 19, 2000 and that certain Letter Agreement dated June 12, 2000 (hereinafter
referred to collectively as the "Contract") with respect to the sale of that
certain parcel of land and improvements lying and being situate in Palm Desert,
Riverside County, California, being more particularly described in the Contract,
together with all of Assignor's right, title and interest in and to the Property
described in said Contract and all rights, powers and privileges conferred by
the Contract upon Assignor, as Buyer therein, and Assignor hereby authorizes
Assignee to exercise said rights, powers and privileges in as full a manner as
Assignor is authorized to exercise the same; provided, however, the xxxxxxx
money deposit paid by Assignor under the Contract shall not be assigned hereby
and shall be returned to Assignor upon Closing.
This Assignment shall be binding upon Assignor and its successors and
assigns, and shall inure to the benefit of Assignee and its successors and
assigns.
IN WITNESS WHEREOF, Assignor has caused this Assignment to be executed
in its name by its duly authorized officer on this 16th day of June, 2000.
ASSIGNOR
CNL HOSPITALITY CORP.,
a Florida corporation
By: /s/ C. Xxxxx Xxxxxxxxxx
Name: C. Xxxxx Xxxxxxxxxx
Title: Senior Vice President
ASSIGNEE
CNL HOSPITALITY PARTNERS, LP,
a Delaware limited partnership,
By: CNL HOSPITALITY GP CORP.,
a Delaware corporation,
General Partner
By: /s/ C. Xxxxx Xxxxxxxxxx [SEAL]
C. Xxxxx Xxxxxxxxxx
Vice-President, Finance and
Administration
