ASSIGNMENT AGREEMENT
THIS AGREEMENT made as of the day of January, 1997.
B E T W E E N:
BASIC ACQUISITIONS, INC.,
a corporation incorporated under the laws of the State of Delaware,
(hereinafter called the "ASSIGNOR")
OF THE FIRST PART;
- and -
BASIC U.S. REIT, INC.,
a corporation incorporation under the laws of the State of Maryland,
(hereinafter called the "ASSIGNEE")
OF THE SECOND PART.
WHEREAS pursuant to a purchase and sale agreement made as of the 8th day of
May, 1996, between the Assignor and Chico Crossroads Center Ltd., as amended
July 9, 1996 and further amended October 3, 1996, the Assignor agreed to acquire
the shopping center known as "CHICO CROSSROADS CENTER" in Chico California, more
particularly described on Exhibit "A" attached hereto and incorporated herein;
AND WHEREAS effective the date hereof (the "EFFECTIVE DATE"), the Assignor
agreed to grant, assign, transfer and set over to the Assignee all of its right,
title and interest in, to and under the Agreement;
AND WHEREAS Chico Crossroads Center, Ltd. has consented to such assignment;
AND WHEREAS the parties hereto wish to execute this agreement to evidence
such assignment;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the sum of
Two Dollars ($2) now paid by the Assignee to the Assignor and other good and
valuable consideration (the receipt and sufficiency of which is hereby
acknowledged) the parties hereto agree as follows:
1. The Assignor, as of the Effective Date, hereby assigns, transfers and sets
over to the Assignee, all of its right, title and interest in, to and under
the Agreement, together with the benefit of each and every of the rights,
covenants and other provisions (the "RIGHTS") therein contained, in each
case, without representation, warranty or recourse of any kind, to have and
to hold the same and all right, title and interest of the Assignor therein
and thereto unto and to the use of the Assignee, its successors and
permitted assigns, with full power to the Assignee to take all such
measures for the enjoyment of the Rights as the Assignor might itself take.
2. The Assignor covenants and agrees with the Assignee, its successors and
permitted assigns and at the Assignee's sole cost and expense, that it will
from time to time and at all times hereafter, upon every reasonable request
of the Assignee, its successors and permitted assigns or any of them, make,
do and execute and cause to be made, done and executed all such further
acts, deeds or assurances, including all documents reasonably necessary to
allow the Assignee to perform the Agreement, as may be reasonable required
by the Assignee, its successors and permitted assigns, whether for
effectually and completely vesting in the Assignee, its successors and
permitted assigns the Agreement and the Rights or otherwise.
3. The Assignee hereby assumes and agrees to perform all of the obligations of
the Assignor arising under the Agreement and shall indemnify and save
harmless the Assignor from and against any claims, charges, expenses,
costs, demands and liabilities whatsoever arising out of or in connection
with the performance of the Agreement.
4. This agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF the parties hereto have duly executed this
Agreement on the date first above written.
BASIC ACQUISITIONS, INC.
By: Carl Maynard
Its:
---------------------
BASIC U.S. REIT, INC.
By: Ronald L. Bernbaum
Its: Chairman
By: Aran Kwinta
Its: Secretary
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ASSIGNMENT AGREEMENT
THIS AGREEMENT made as of the day of January, 1997.
B E T W E E N:
BASIC ACQUISITIONS, INC.,
a corporation incorporated under the laws of the State of Delaware,
(hereinafter called the "ASSIGNOR")
OF THE FIRST PART;
- and -
BASIC U.S. REIT, INC.,
a corporation incorporation under the laws of the State of Maryland,
(hereinafter called the "ASSIGNEE")
OF THE SECOND PART.
WHEREAS pursuant to a purchase and sale agreement made as of the 24th day
of July, 1996, between the Assignor and Miami Gardens Associates, as amended
September 5, 1996 and September 9, 1996, the Assignor agreed to acquire the
shopping center known as "GARDENS SQUARE" in Dade County, Florida;
AND WHEREAS effective the date hereof (the "EFFECTIVE DATE"), the Assignor
agreed to grant, assign, transfer and set over to the Assignee all of its right,
title and interest in, to and under the Agreement;
AND WHEREAS Miami Gardens Associates has consented to such assignment;
AND WHEREAS the parties hereto wish to execute this agreement to evidence
such assignment;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the sum of
Two Dollars ($2) now paid by the Assignee to the Assignor and other good and
valuable consideration (the receipt and sufficiency of which is hereby
acknowledged) the parties hereto agree as follows:
1. The Assignor as of the Effective Date, hereby assigns, transfers and sets
over to the Assignee, all of its right, title and interest in, to and under
the Agreement, together with the benefit of each and every of the rights,
covenants and other provisions (the "RIGHTS") therein contained, in each
case, without representation, warranty or recourse of any kind, to have and
to hold the same and all right, title and interest of the Assignor therein
and thereto unto and to the use of the Assignee, its successors and
permitted assigns, with full power to the Assignee to take all such
measures for the enjoyment of the Rights as the Assignor might itself take.
2. The Assignor covenants and agrees with the Assignee, its successors and
permitted assigns, that it will from time to time and at all times
hereafter, upon every reasonable request of the Assignee, its successors
and permitted assigns or any of them, make, do and execute and cause to be
made, done and executed all such further acts, deeds or assurances,
including all documents reasonably necessary to allow the Assignee to
perform the Agreement, as may be reasonable required by the Assignee, its
successors and permitted assigns, whether for effectually and completely
vesting in the Assignee, its successors and permitted assigns the Agreement
and the Rights or otherwise.
3. The Assignee hereby assumes and agrees to perform all of the obligations of
the Assignor arising under the Agreement and shall indemnify and save
harmless the Assignor from and against any claims, charges, expenses,
costs, demands and liabilities whatsoever arising out of or in connection
with the performance of the Agreement.
4. This agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF the parties hereto have duly executed this Agreement on
the date first above written.
BASIC ACQUISITIONS, INC.
By: Carl Maynard
Its:
---------------------
BASIC U.S. REIT, INC.
By: Ronald L. Bernbaum
Its: Chairman
By: Aran Kwinta
Its: Secretary
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