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Exhibit 10.65
AGREEMENT OF ASSIGNMENT
ARV INVESTMENT GROUP, INC., a California corporation, of 245 Fischer
Avenue, D-1, Costa Mesa, California 92626 (the "Assignor"), and ENHOORN
GP-ROSEWOOD, L.L.C., a Michigan limited liability company, of 2620 Horizon
Drive, S.E., Suite C, Grand Rapids, Michigan 49546 (the "Assignee"), enter into
this Agreement of Assignment (this "Agreement") effective as of January 16, 2001
(the "Effective Date") for good and valuable consideration, the receipt of which
is hereby acknowledged, upon the following terms and conditions:
1. ASSIGNMENT OF PARTNERSHIP INTEREST.
A. The Assignor hereby transfers and assigns to the Assignee all
of its general partnership interest in the Rosewood Villas, a California limited
partnership (the "Limited Partnership"), such interest being represented by one
thousandth of a percent (.01%) of the partnership interests in the Limited
Partnership such that, after the transfer and assignment (the "Assignment"), the
Assignee shall be the sole general partner of the Limited Partnership.
B. The Assignment shall be effective as of the Effective Date.
C. All rights assigned shall inure to the benefit of the Assignee
and its legal representatives, successors and assigns.
D. The Assignee accepts the Assignment and assumes and agrees to
be bound by all of the obligations and liabilities of the general partner under
the partnership agreement for the Limited Partnership, arising after the
Effective Date and subject to the remainder of this paragraph. Furthermore, the
Assignee agrees to release and discharge the Assignor from any claims that the
Asignee may have from any and all general partner obligations under the Limited
Partnership's partnership agreement that were not caused in any way by the
Assignor's performance of its general partner obligations under the Limited
Partnership's partnership agreement prior to the Effective Date.
E. Each of the undersigned hereby consents to the Assignment and
waives any and all options, notices, restrictions or other provisions, whether
under the Limited Partnership's limited partnership agreement or otherwise, that
might prohibit, limit or otherwise restrict or impair the Assignment, to the
extent necessary to give such transfer full legal effect.
2. GENERAL PARTNER STATUS. The parties agree that by virtue of the
foregoing Assignment, the Assignor shall cease to be the general partner of the
Limited Partnership, and the Limited Partnership shall be continued and
reconstituted as a limited partnership with the Assignee as the sole general
partner entitled to one thousandth of a percent (.01%) of the partnership
interests.
3. REPRESENTATIONS AND WARRANTIES. The Assignor represents and warrants
to the other parties hereto: (i) that it has good title to and is the beneficial
owner of its interests assigned hereby; (ii) that it has not previously sold,
assigned, pledged, encumbered, delegated, or otherwise disposed of, whether
voluntarily or involuntarily, all or any part of its interests; (iii) that it
has full
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power and authority to execute and deliver this Agreement and to fulfill its
obligations hereunder and to consummate the transactions contemplated hereby;
(iv) that by so doing it shall have transferred and terminated all its right,
title and interest in the Limited Partnership; (v) that it has no further claim
against or interest in the Limited Partnership; and (vi) that this Agreement
constitutes the legal, valid and binding obligation of such Assignor enforceable
in accordance with its terms.
4. FURTHER DOCUMENTATION. Each party agrees to execute any further
documentation reasonably required by any other party to comply with any laws or
requirements relating to the transaction contemplated hereby.
5. MISCELLANEOUS.
A. This Agreement, together with the Limited Partnership
agreement, as amended hereby, constitutes the entire agreement and supersedes
all prior agreements and understandings, both written and oral, with respect to
the subject matter of this Agreement.
B. No provision of this Agreement may be modified, waived or
discharged unless such modification, waiver or discharge is agreed to in writing
signed by all parties opposing the modification, waiver or discharge.
C. The terms and conditions of this Agreement shall be governed,
construed, interpreted and enforced in accordance with the domestic laws of the
State of Michigan, without giving effect to any choice of law or conflict of law
provision or rule (whether of the State of Michigan or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the
State of Michigan. Any and all actions concerning any dispute arising hereunder
shall be filed and maintained in the Circuit Court of Kent County, Michigan or
the federal district court for the Western District of Michigan. The parties
specifically consent and submit to the jurisdiction and venue of such state or
federal court.
D. The terms and conditions of this Agreement shall be binding
upon and inure to the benefit of all parties and their personal representatives,
successors and permitted assigns.
E. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Photocopies, facsimile transmissions,
and other reproductions of this executed original (with reproduced signatures)
shall be deemed to be original counterparts of this Agreement.
F. The undersigned have executed this Agreement as of the date
first written above.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK
SIGNATURES APPEAR ON THE NEXT PAGE
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ARV INVESTMENT GROUP, INC.
By:
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Abdo Khoury, its Senior Vice President
EENHOORN GP-ROSEWOOD, L.L.C.
By:
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Paulus C. Heule, as Manager of the AIGP,
LLC, as General Partner of Apartment
Investment Group Limited Partnership, its
sole Member
ROSEWOOD VILLAS, A CALIFORNIA LIMITED
PARTNERSHIP
By:
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Abdo Khoury, as Senior Vice President of
ARV Investment Group, Inc., its General
Partner
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