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Exhibit
10.29
ASSIGNMENT AND
ASSUMPTION OF PURCHASE AGREEMENT
This Assignment and
Assumption of Purchase Agreement (“Assignment”) is
entered into between KBS CAPITAL ADVISORS LLC, a Delaware limited
liability company (“Assignor”), and KBS SOUTHPARK
COMMERCE CENTER II, LLC, a Delaware limited liability company
(“Assignee”), as of November 7, 2006
(“Effective Date”).
RECITALS
A. Pursuant to the terms of
that certain Real Estate Purchase and Sale Agreement effective as
of October 5, 2006, by and between TRANSWESTERN SF PARTNERS I,
L.P., a Delaware limited partnership, as seller, and Assignor, as
buyer (the “Purchase Agreement”), Assignor agreed to
acquire the Property (as such term is defined in the Purchase
Agreement) commonly referred to as Southpark Commerce Center
II.
B. Assignor desires to
assign, without recourse, representation or warranty, all of its
rights, benefits, liabilities and obligations arising under the
Purchase Agreement (and related documents) to Assignee, and
Assignee desires to assume all of said rights, benefits,
liabilities and obligations.
NOW, THEREFORE, in
consideration of the foregoing promises, the mutual undertakings of
the parties set forth herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged by the parties, the parties agree as
follows:
1. Recitals . The
above recitals are incorporated herein by reference.
2. Assignment and
Assumption . Assignor hereby transfers, assigns and conveys,
without recourse, representation or warranty, express or implied,
all of Assignor’s rights, interests, liabilities and
obligations in and to the Property, and all of Assignor’s
rights, interests, liabilities and obligations under the Purchase
Agreement (and related documents) to acquire same to Assignee.
Assignee hereby assumes all such rights, interests, liabilities and
obligations, and joins in all representations, warranties,
releases, and indemnities, of Assignor under the Purchase Agreement
(and related documents) rel
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