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EX-10.2 3 exh102.htm EX-10.2
ASSIGNMENT AND ASSUMPTION OF REAL ESTATE PURCHASE AND SALE AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION OF REAL ESTATE PURCHASE AND SALE, AGREEMENT (this "Assignment") is made and entered into as of the 26th day of August 2021, (the "Assignment Effective Date") by and between GRAND PRAIRIE PARTNERS, LLC, an Iowa limited liability company ("Assignor"), and RIZZUTI HOLDINGS III, LLC, an Iowa limited liability company ("Rizzuti"), and AJE PROPERTIES II L.C., an Iowa limited liability company ("AJE), as tenants-in common. Rizzuti and AJE are collectively referred to herein as "Assignee". For value received, and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the patties hereto agree to the following recitals, terms and conditions:
1. Recitals. Assignor is the Buyer under that certain Purchase and Sale Agreement dated as of July 8, 2021, by and between Assignor and AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP, a Minnesota limited partnership, and AEI INCOME & GROWTH FUND 27 LLC, a Delaware limited liability company, collectively as Seller, as amended by that certain First Amendment to Purchase and Sale Agreement dated effective as of August 9, 2021 (collectively, the "Contract") with respect to the real property located at and commonly known as 1600 North Milwaukee Avenue, Vernon Hills, Illinois 60061, as more specifically described in the Contract (the "Property").
2. Assignment and Assumption. Assignor hereby assigns, sets over, transfers, and conveys to Assignee all of Assignor's right, title and interest (i) as Buyer under the Contract and (ii) under all estoppel certificates and letters delivered to Assignor in connection with the Contract; and Assignee hereby agrees to and accepts such assignment. Assignee expressly assumes and agrees to keep, perform, and fulfill all of the terms, conditions, covenants, and obligations required of Assignor under the Contract subsequent to the date of this Assignment. Assignor agrees to remain fully liable for performance of the obligations, terms and conditions of the Contract as if it were still a party to the Contract, and this Assignment shall not relieve Assignor of its obligations under the Contract.
3 . Assignor Representation and Warranty. Assignor represents and warrants that it is the Buyer under the Contract, and that it has not sold, assigned, transferred, or encumbered such interest in any way to any other person or entity.
4. Assignee's Indemnification of Assignor. Assignee agrees to indemnify, defend, protect and hold Assignor harmless from and against all liabilities, obligations, actions, suits, proceedings or claims, and all costs and expenses, including but not limited to reasonable attorneys' fees, incurred in connection with the Contract to the extent accruing on or after the Assignment Effective Date or based upon or arising out of any breach or alleged breach of the Contract by Assignee accruing or alleged to have accrued on or after the Assignment Effective Date.
5. Assignor's Indemnification of Assignee. Assignor agrees to indemnify, defend, protect and hold Assignee harmless from and against all liabilities, obligations, actions, suits, proceedings or claims, and all costs and expenses, including but not limited to reasonable
attorneys fees, incurred in connection with the Contract to the extent accruing prior to the Assignment Effective Date or based upon or arising out of any breach or alleged breach of the Contract by Assignor accruing or alleged to have accrued prior to the Assignment Effective Date.
6. Title to the Property. Provided that the purchase and sale of the Property as contemplated by the Contract proceeds to closing, Rizzuti and AJE agree that each shall take title to an undivided 50% tenant in common interest in the Property at such closing.
7. Binding Effect. This Assignment shall be binding upon and shall inure to the benefit of the parties and their representatives, successors and assigns.
8. Governing Law. This Assignment shall be governed by and construed in accordance with the laws of the State of Iowa.
9. Counterparts. This Assignment may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall be deemed to be one Assignment. This Assignment may be executed via, and the parties hereto may rely on, electronic signatures (e.g., DocuSign) and electronically transmitted copies of executed counterparts (e.g., e-mail or facsimile) as if such copies were for all intents and purposes originals, and all such signatures shall be binding upon the parties hereto
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In witness whereof, the parties have executed this Assignment as of the Assignment
Effective Date.
ASSIGNOR:
GRAND PRAIRIE PARTNERS, LLC
An Iowa limited liability company
By: /s/ James Rizzuti
James Rizzuti, Managing Member
ASSIGNEE:
RIZZUTI HILDINGS III, LLC,
an Iowa limited liability company
By: /s/ James Rizzuti
James Rizzuti, Manager
AJE PROPERTIES II L.C.,
an Iowa limited liability company
By: /s/ Andre J Ekis
Andre J Ekis, Manager