EXHIBIT 10.9
ASSIGNMENT OF REAL ESTATE SALE
AGREEMENT
This Assignment of Real Estate Sale
Agreement is made and entered into as of the 14
th day of September, 2009, by and between Northview
Realty Group, Inc., a Canadian corporation
(“Assignor”), with an office at 550 Sherbrook, Suite
1480, Montreal, OC Canada H3A 1B9 and Evergreen at Lofton Place,
LLC, a Delaware limited liability company (“Assignee”),
as follows:
RECITALS
A. Northview
Realty Group, Inc. entered into that certain Real Estate Sale
Agreement dated as of June 8, 2009, as amended by that certain
Reinstatement of and First Amendment to Real Estate Sale Agreement
dated as of July 23, 2009, that certain Second Amendment to
Real Estate Sale Agreement dated as of August 6, 2009, that
certain Third Amendment to Real Estate Sale Agreement dated as of
August 11, 2009, that certain Fourth Amendment to Real Estate
Sale Agreement dated as of August 12, 2009, that certain Fifth
Amendment to Real Estate Sale Agreement dated as of August 13,
2009, and that certain Sixth Amendment to Real Estate Sale
Agreement dated as of September 1, 2009 (collectively, the
“Agreement”), with ERP Operating Limited Partnership,
an Illinois limited partnership.
B. Assignor
desires to assign to Assignee the rights of Assignor to purchase
the Lofton Place Apartments located in the City of Tampa, County of
Hillsborough, State of Florida (the “Property”),
pursuant to the Agreement.
AGREEMENT
NOW, THEREFORE, for and in
consideration of Ten Dollars ($10.00) and other good and valuable
consideration and the covenants made herein, Assignor hereby
conveys and assigns to Assignee all of Assignor’s rights,
title and interest in and to the Property under the Agreement and
the Deposit (as defined in the Agreement).
Assignee hereby assumes and agrees
to perform all of the obligations and liabilities of Assignor
pertaining to the Property under the Agreement, including, without
limitation, paying the Purchase Price (as defined in the
Agreement).
Notwithstanding anything contained
elsewhere in this Assignment, Assignor is not released from any
liability under
