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- S-4 Registration of securities issued in business combination transactions
- 3.1 Certificate of Limited Partnership
- 3.7 Certificate of Formation
- 3.8 Operating Agreement
- 3.9 Certificate of Formation
- 3.10 Operating Agreement
- 3.11 Certificate of Formation
- 3.12 Amended and Restated Operating Agreement
- 3.13 First Amendment to Amended and Restated Limited Liability Company
- 3.14 Certificate of Formation of Governors Point 4241 Irwin Simpson
- 3.15 LLC Operating Agreement - Wells Governor's Pointe 4241 Irwin Simpson Road -
- 3.16 Certificate of Formation of Governors Point 8990 Duke
- 3.17 LLC Operating Agreement of Wells Governor's Pointe 8990 Duke
- 3.18 Certificate of Formation - 11200 W. Parkland De
- 3.19 LLC Operating Agreement - 11200 W Parkland
- 3.20 Declaration of Trust - 1200 Morris
- 3.21 Certification of Formation - 1277 LPB De
- 3.22 LLC Operating Agreement - Wells Reit II - 1277 LPB Atlanta
- 3.23 Certificate of Formation - 13655 Riverport DR LLC United Healthcare
- 3.24 LLC Agreement - 13655 Riverport DR
- 3.25 Certificate of Formation - 15815 25TH Ave., LLC
- 3.26 Limited Liability Company Agreement
- 3.27 Certificate of Formation - Wells Reit II - 180 Park Avenue LLC
- 3.28 LLC Operating Agreement - 180 Park Av
- 3.29 Certificate of Formation
- 3.30 Certificate of Formation Amended
- 3.31 Operating Agreement
- 3.32 Certificate of Formation
- 3.33 LLC Operating Agreement - College Park LLC
- 3.34 Certificate of Formation
- 3.35 Limited Liability Company Agreement
- 3.36 LLC Certificate of Amendment to Certificate of Formation - Corridors III
- 3.37 LLC Operating Agreement - Corridors III
- 3.38 Certificate of Formation
- 3.39 LLC Agreement
- 3.40 Certificate of Formation
- 3.41 International Financial Tower Operating Agreement
- 3.42 Certificate of Formation
- 3.43 LLC Agreement
- 3.44 Certificate of Formation
- 3.45 Amended and Restated Operating Agreement
- 3.46 Certificate of Formation
- 3.47 LLC Agreement
- 3.48 Lakepointe 3 LLC Formation
- 3.49 Lakepointe 3 LLC - Operating Agreement
- 3.50 Lakepointe 5 LLC - Formation
- 3.51 Lakepointe 5 Operating Agreement
- 3.52 Certificate of Formation De
- 3.53 LLC Agreement
- 3.54 Certificate of Limited Partnership
- 3.55 Agreement of Limited Partnership
- 3.56 Certificate of Formation
- 3.57 LLC Company Agreement
- 3.58 Opus/finley Portfolio Certificate of Formation
- 3.59 Opus/finley Portfolio LLC Operating Agreement
- 3.60 Opus/finley First Amendment to Limited Liability Company Operating Agreement
- 3.61 Parkside Atlanta De Formation
- 3.62 LLC Agreement
- 3.63 Republic Drive Purchaser's Certificate of Formation
- 3.64 Republic Drive Limited Liability Company Agreement
- 3.65 Certificate of Formation
- 3.66 Operating Agreement
- 3.67 Certificate of Limited Partnership
- 3.68 Limited Partnership Agreement
- 3.69 Certificate of Formation
- 3.70 LLC Agreement
- 3.71 Certificate of LP
- 3.72 LP Agreement
- 3.73 Certificate of Formation
- 3.74 Operating Agreement
- 5.1 Opinion of Dla Piper LLP (Us)
- 8.1 Opinion of Dla Piper LLP (Us) Regarding Tax Matters
- 10.8 Amended and Restated Deed of Trust Note
- 10.9 Amended and Restated Deed of Trust
- 10.14 Amend No. 2 to Master Property Management
- 10.15 Assignment and Assumption of Master Property Management
- 10.16 Credit Agreement
- 12.1 Computation of Ratio
- 23.2 Consent of Deloitte & Touche LLP for Wells Real Estate Investment Trust II, Inc.
- 23.3 Consent of Frazier & Deeter, LLC for Wells Real Estate Investment Trust II, Inc.
- 25.1 Form T-1
- 99.1 Letter of Transmittal
- 99.2 Letter to Brokers
- 99.3 Letter to Clients
- 99.4 Notice of Guaranteed Delivery
Exhibit 10.15
ASSIGNMENT AND ASSUMPTION OF MASTER PROPERTY MANAGEMENT LEASING AND CONSTRUCTION MANAGEMENT AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION OF MASTER PROPERTY MANAGEMENT LEASING AND CONSTRUCTION MANAGEMENT AGREEMENT is made to be effective as of January 1, 2011 (this “Assignment and Assumption”) by and among Wells Management Company, Inc., a Georgia corporation (the “Assignor”), Wells Real Estate Advisory Services II, LLC, a Georgia limited liability company (the “Assignee”), and Wells Real Estate Investment Trust II, Inc., a Maryland corporation (the “REIT”).
RECITALS
A. Assignor entered into that certain Master Property Management Leasing and Construction Management Agreement dated as of October 22, 2004 (the “Agreement”) by and among the Assignor, the REIT, and Wells Operating Partnership II, L.P., a Delaware limited partnership, which Agreement has been renewed by its terms annually thereafter; and
B. Assignor now desires to assign all of its right, title and interest in the Agreement to Assignee.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee hereby agree as follows:
1.Assignment. Assignor hereby assigns to Assignee all of Assignor’s right, title and interest in the Agreement.
2.Acceptance and Assumption. Assignee hereby accepts the assignment and assumes and shall perform all of Assignor’s duties as “Property Manager” under the Agreement.
3.Consent. The REIT hereby consents to this Assignment and Assumption as required by Section 7.3 of the Agreement.
4.Assignor Guarantee. Assignor does hereby in all respects guarantee the due and proper performance of the services to be provided under the Agreement by the Assignee, which guarantee shall extend to include any renewal or amendment to the Agreement, provided Assignor’s obligations are not materially increased by such renewal or amendment without the Assignor’s consent, such consent not to be unreasonably withheld. If the Assignee fails to perform all or any of its obligations, duties, undertakings, and covenants to provide services or make payments (collectively, the “Guaranteed Obligations”) under the Agreement (unless relieved from the performance of any part of the Agreement by statute, by the decision of a court or tribunal of competent jurisdiction or by written waiver of the REIT), upon written notice from the REIT, the Assignor shall perform or cause to be performed such Guaranteed Obligations. The termination of the Agreement shall constitute a termination of this guarantee with respect to the future performance of the Guaranteed Obligations, but no termination of the Agreement shall terminate or limit the obligations of the Assignor under this guarantee arising or accruing prior to such termination. This guarantee will be applicable to and binding upon the successors and assigns of Assignor. Assignor joins in this Assignment and Assumption as a signatory hereto for the purposes set forth in this Paragraph 4.
5.Counterparts. This Assignment and Assumption may be executed in two or more facsimile counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
[Signatures on Next Page]
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IN WITNESS WHEREOF, the parties hereto have executed this Assignment and Assumption as of the date first set forth above.
ASSIGNOR: | ||
Wells Management Company, Inc. | ||
By: | /s/ Randall D. Fretz | |
Name: | Randall D. Fretz | |
Title: | Vice President | |
ASSIGNEE: | ||
Wells Real Estate Advisory Services II, LLC | ||
By: | /s/ Randall D. Fretz | |
Name: | Randall D. Fretz | |
Title: | Senior Vice President | |
REIT: | ||
Wells Real Estate Investment Trust II, Inc. | ||
By: | /s/ Randall D. Fretz | |
Name: | Randall D. Fretz | |
Title: | Senior Vice President |
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