EXHIBIT 10.47
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment and
Assumption Agreement"), is effective as of the 21st day of May, 2002, and is
made by and between SHOP INVEST LLC, a Delaware limited liability company
("Assignor"), and RAMCO-XXXXXXXXXX PROPERTIES, L.P., a Delaware limited
partnership ("Assignee").
WHEREAS, Assignor and Assignee entered into that certain Purchase and
Sale Agreement, dated as of May 21, 2002 (the "Purchase Agreement"), pursuant
to which Assignor agreed to assign, set over and transfer to Assignee all of
Assignor's right, title and interest in and to RPT/Invest L.L.C., a Delaware
limited liability company (the "Company"), as more described in the Purchase
Agreement.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter
set forth, and for other good and valuable consideration, the receipt and
sufficiency of which is acknowledged by all parties hereto, the parties hereby
agree as follows:
1. Assignor does hereby convey, transfer, assign and deliver to
Assignee and Assignee's successors and assigns, all of Assignor's right, title
and interest in and to its membership interest in the Company, and Assignee does
hereby accept all of the right, title and interest of Assignor in and to its
membership interest in the Company.
2. Assignee does hereby assume, accept and agree to observe, perform,
discharge when due, and be bound by, each and all of the rights, liabilities and
obligations of Assignor in and to its membership interest in the Company.
3. Assignor and Assignee shall each execute, acknowledge and deliver,
or cause the execution, acknowledgement and delivery of, such further documents
and instruments as may reasonably be requested by the other party hereto to
implement the purposes of this assignment and Assumption Agreement.
4. This Assignment and Assumption Agreement and the respective rights,
duties and obligations of the parties hereunder, shall be governed and construed
in accordance with the internal law of the State of Delaware.
5. This Assignment and Assumptions Agreement may be executed
simultaneously in one or more counterparts, each of which shall be deemed an
original and all of which shall constitute one and the same instrument.
6. The provisions of this Assignment and Assumption Agreement shall be
binding upon, and shall inure to the benefit of, the successors and assigns of
Assignor and Assignee, respectively.
7. This Assignment and Assumption Agreement is made and entered into
by Assignor and Assignee for the benefit and protection of such partied, and no
of the person or entity shall have any rights or interest hereunder.
[SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, this Assignment and Assumption Agreement has been
executed as of the date and year first above written.
ASSIGNOR:
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SHOP INVEST LLC,
a Delaware limited liability company
By: /s/ XXXX X. XXXXXX
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By: Xxxx X. Xxxxxx
Title: Vice President
ASSIGNEE:
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RAMCO-XXXXXXXXXX PROPERTIES,
L.P., a Delaware limited partnership
By: Ramco-Xxxxxxxxxx Properties Trust,
a Maryland real estate investment
trust
By:
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By:
Title:
2
ASSIGNOR:
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SHOP INVEST LLC,
a Delaware limited liability company
By:
--------------------
By:
Title:
ASSIGNEE:
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RAMCO-XXXXXXXXXX PROPERTIES, L.P., a Delaware
limited partnership
By: Ramco-Xxxxxxxxxx Properties Trust, a Maryland
real estate investment trust
By: /s/ XXXXXX XXXXXXXXXX
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By: Xxxxxx Xxxxxxxxxx
Title: President
