MEMBERSHIP INTEREST ASSIGNMENT
AGREEMENT
THIS
MEMBERSHIP INTEREST ASSIGNMENT AGREEMENT (the
“Agreement”) is made as of March 9 th , 2007
by NNN Gallery Medical Member, LLC, a Delaware limited liability
company (the “Assignor”) and NNN Healthcare/Office REIT
Holding, L.P., a Delaware limited partnership (the
“Assignee”).
RECITALS:
A. As of the date hereof, Assignor owns a
one hundred percent (100%) membership interest (the
“Interest”) in NNN Gallery Medical, LLC, a Delaware
limited liability company (the “Company”).
B. As of the date hereof, the Company owns
fee simple title to certain real estate known as Gallery
Professional Building, located in St. Paul, Minnesota as described
in more particularity on Exhibit A , attached hereto
and incorporated by reference herein (collectively, the
“Property”)
C. Assignor and Assignee entered into a
Membership Interest Purchase and Sale Agreement dated March 9
th , 2007 (“Contract”), whereby Assignee
agreed to acquire the Interest from Assignor.
D. Assignor wishes to transfer to Assignee,
and Assignee wishes to obtain from Assignor, the Interest for the
consideration and in the manner and on the terms and conditions
hereinafter set forth.
NOW,
THEREFORE, for and in consideration of (i) Ten Dollars
($10.00) cash, (ii) the mutual covenants contained herein, and
(iii) other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. Transfer of Interest . Assignor
hereby conveys, assigns, transfers and sets over to Assignee the
Interest, and Assignee hereby accepts from Assignor, all of
Assignor’s right, title and interest in the Interest assigned
to Assignee, as of the date hereof.
2. Representations and Warranties of
Assignor .
(a) Assignor represents and warrants that
(i) Assignor is the lawful owner of the Interest free and
clear of all liens, encumbrances and other claims of all third
persons whatsoever and (ii) Assignor has the absolute right to
transfer the Interest.
(b) Assignee represents and warrants that
Assignee’s acquisition of the Interest is made for
Assignee’s account for investment purposes only, and not with
a view to the resale or distribution thereof.
(c) These representations and warranties
are intended to and shall survive the transfer of the Interest
pursuant to this Agreement.
3. Indemnification . Except as
expressly set forth in the Contract, Assignee agrees to indemnify
Assignor against and hold Assignor harmless from, all losses,
liabilities, costs and other ex
