ASSIGNMENT AND ASSUMPTION OF
PURCHASE AND SALE AGREEMENT AND TIE-IN AGREEMENT
December 12, 2013
Reference is made to that certain Agreement of Purchase and Sale by and between CHHC Pavilion, L.P., a Delaware limited partnership (“Seller”), and Berkshire Property Advisors, L.L.C., a Delaware limited liability company (“Assignor”), dated as of December 9, 2013 (the “Purchase Agreement”) concerning certain Property as therein defined, and to that certain Portfolio Tie-In Agreement between Seller and Purchaser dated December 9, 2013 (the “Tie-In Agreement”).
WHEREAS, Assignor wishes to make such an assignment of its rights under the Purchase Agreement and the Tie-In Agreement with respect to the Property to Berkshire Income Realty-OP, L.P., a Delaware limited partnership (the “Assignee”).
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1.Assignor hereby assigns to Assignee all of Assignor’s right, title and interest in and to the Purchase Agreement and the Tie-In Agreement with respect to the Property.
2.Assignee hereby assumes from Assignor all of Assignor’s right, title and interest in and to the Purchase Agreement.
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Executed as of the date first hereinabove written.
ASSIGNOR:
BERKSHIRE PROPERTY ADVISORS, L.L.C.,
a Delaware limited liability company
By: /s/ David E. Doherty
Name: __David E. Doherty_________
Title: __SVP / CAO______________
ASSIGNEE:
BERKSHIRE INCOME REALTY-OP, L.P., a Delaware limited partnership
By: BIR GP, L.L.C.,
a Delaware limited liability company,
its general partner
By: _/s/ David E. Doherty__________
Name: _David E. Doherty__________
Title: __SVP / CAO_______________
