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This
Assignment and Assumption of Membership Interest (this “
Agreement ”) is made as of this 21st day of
September, 2005 by and between Wellsford Commercial Properties
Trust (“ Assignor ”) and
Wellsford/Whitehall Group, L.L.C., a Delaware limited liability
company (“ Assignee ”).
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WHEREAS,
Assignor currently owns the membership interest described on
Schedule I (the “Membership
Interest ”) in Wellsford/Whitehall Group, L.L.C., a
Delaware limited liability company (the “
Company ”); and
WHEREAS, the
Company is presently governed by that certain Limited Liability
Company Operating Agreement of the Company, dated as of May 28,
1999, as amended by the First Amendment thereto dated as of
December 21, 2000, and as further amended by the Second Amendment
thereto dated as of March 29, 2004; and
WHEREAS, the
interests of certain members of the Company formerly known as the
“Saracen Members” were redeemed pursuant to a
Redemption Agreement, dated July 2, 2004, by and between the
Company and the Saracen Members (the “ Saracen
Agreement ”), and as a result thereof, the
signatories hereto are the sole members of the Company as of the
date hereof;
WHEREAS, Assignee
desires to redeem the Membership Interest, all as part of that
certain Redemption Agreement dated September 21, 2005, between
the parties hereto, among others (the “Redemption
Agreement”).
NOW THEREFORE, in
consideration of the mutual agreements herein contained and other
good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto hereby agree as
follows:
1.
On the terms and co
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