ASSIGNMENT AND ASSUMPTION OF REAL ESTATE PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS
Exhibit 10.14
ASSIGNMENT AND ASSUMPTION OF
REAL ESTATE PURCHASE AGREEMENT
AND ESCROW INSTRUCTIONS
This Assignment and Assumption of Real Estate Purchase Agreement and Escrow Instructions (this Assignment) is made and entered into effective as of June 11, 2010 (the Effective Date hereof), by and between TNP ACQUISITIONS, LLC, a Delaware limited liability company (Assignor); and TNP SRT NORTHGATE PLAZA TUCSON, LLC, a Delaware limited liability company (Assignee).
R E C I T A L S:
WHEREAS, Assignor and Crestline Investments, LLC, an Arizona limited liability company (Seller) entered into that certain Real Estate Purchase Agreement and Escrow Instructions dated April 6, 2010, as amended by that certain First Amendment to Real Estate Purchase Agreement and Escrow Instructions dated May 5, 2010, and that certain Second Amendment to Real Estate Purchase Agreement and Escrow Instructions dated May 21, 2010 (the Purchase Agreement) for the sale of certain real property more particularly described therein (collectively, the Property); and
WHEREAS, Assignor wishes to assign to Assignee, and Assignee wishes to take assignment of, Assignors rights pursuant to the Purchase Agreement.
NOW, THEREFORE, for and in consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree to as follows:
1. Recitals. The above Recitals are hereby incorporated into this Assignment as if fully set forth herein.
2. Assignment. Pursuant to Section 9.3 of the Purchase Agreement, Assignor hereby assigns to Assignee all of Assignors right, title and interest in and to the Purchase Agreement. Assignee hereby agrees to assume and perform all of Assignors obligations arising under the Purchase Agreement from and after the Effective Date hereof, jointly and severally with Assignor. Assignee executes this Assignment below for the purpose of evidencing its acceptance of the foregoing assignment.
3. Counterparts; Signatures. This Assignment may be executed in any number of counterparts, all of which taken together shall constitute this Assignment. Signatures transmitted by facsimile, e-mail or similar electronic means shall be deemed originals in all respects for purposes of this Assignment.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be executed as of the date first written above.
ASSIGNOR: | ||||
TNP ACQUISITIONS, LLC, a Delaware limited liability company | ||||
By: | THOMPSON NATIONAL PROPERTIES, LLC, a Delaware limited liability company | |||
Its: | Sole Member | |||
By: | /s/ Wendy Worcester | |||
Name: | Wendy Worcester | |||
Title: | CAO - Secretary | |||
Date: | 6.11.2010 |
ASSIGNEE: | ||||||
TNP SRT NORTHGATE PLAZA TUCSON, LLC, a Delaware limited liability company | ||||||
By: | TNP STRATEGIC RETAIL OPERATING PARTNERSHIP, LP, a Delaware limited partnership | |||||
Its: | Sole Member | |||||
By: | TNP STRATEGIC RETAIL TRUST, INC., a Maryland corporation | |||||
Its: | General Partner | |||||
By: | /s/ Wendy Worcester | |||||
Name: | Wendy Worcester | |||||
Title: | CFO | |||||
Date: | 6.11.10 |
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