Exhibit 10.16
ASSIGNMENT AND ASSUMPTION
OF
AGREEMENT OF SALE AND PURCHASE
AND JOINT ESCROW INSTRUCTIONS
THIS ASSIGNMENT
is made and entered into as of this
5th day of August, 2009, by and between BEHRINGER HARVARD
MULTIFAMILY OP I LP, a Delaware limited partnership any
(hereinafter referred to as “ Assignor ”), and
BEHRINGER HARVARD WATERFORD PLACE REIT, LLC, a Delaware limited
liability company (hereinafter referred to as “
Assignee ”).
W I T N E S S E T H
:
WHEREAS , Waterford Place Apartments, LLC, a California
limited liability company (“Seller”) and Assignor, as
Buyer, entered into that Agreement of Sale and Purchase And Joint
Escrow Instructions dated May 29, 2009 and revived and amended
by that certain Revivor and First Amendment to Agreement of Sale
and Purchase And Joint Escrow Instructions dated July 2, 2009
and Second Amendment to Agreement of Sale and Purchase and Joint
Escrow Instructions dated July 13, 2009 (collectively,
“the Purchase Agreement”) whereby Seller agreed to sell
to Assignor and Assignor agreed to purchase from Seller the
Property, as defined therein. Unless otherwise expressly
defined herein, all initially-capitalized terms used herein shall
have the meanings ascribed to them in the Purchase Agreement;
and
WHEREAS , as permitted by the Agreement, Assignor and
Assignee have agreed that Assignor shall transfer and assign to
Assignee all right, title and interest of Assignor in and to the
Agreement; and
WHEREAS , Assignor and Assignee have further agreed that
Assignee shall expressly assume all of the obligations of Assignor
arising under the Agreement.
NOW, THEREFORE
, for and in consideration of the
mutual covenants contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged by each party hereto, Assignor and Assignee hereby
agree as follows:
1.
Transfer and Assignment . Assignor hereby transfers,
assigns and sets over to Assignee, its successors and assigns, all
right, title and interest of Assignor in and to the Agreement
including the $75
