Exhibit 10.32


 


ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE
AGREEMENT


 


This ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT (this “Assignment”)
is made and entered into this
          day of January, 2006 by
Inland Real Estate Acquisitions, Inc., an Illinois Corporation, (“Assignor”),
and MB Margate Lakewood I, L.L.C., a Delaware Limited Liability Company, (“Assignee”).


 


RECITALS


 


A.                                   Lakewood
Associates, LTD., a Florida Limited Partnership 
(“Seller”) and Assignor have previously entered into that certain
Purchase and Sale Agreement dated as of June 16, 2006 (the “Purchase Agreement”),
relating to the sale of a certain shopping center commonly known as Lakewood
(Phase I) located in the City of Margate, Florida.


 


B.                                     Assignor
desires to assign its interest in and to the Purchase Agreement to Assignee
upon the terms and conditions contained herein, without releasing itself of
liability for the performance of the purchaser’s obligations thereunder.


 


NOW, THEREFORE, in consideration of the receipt of Ten Dollars ($10.00)
and other good and valuable consideration in hand paid by Assignee to Assignor,
the receipt and sufficiency of which are hereby acknowledged by Assignor, the
parties hereby agree as follows:


 


1.                                       Recitals.
The foregoing recitals are, by this reference, incorporated into the body of
this Assignment as if the same had been set forth in the body hereof in their entirety.


 


2.                                       Assignment
and Assumption.   Assignor hereby
assigns, conveys, transfers, and sets over to Assignee all of Assignor’s right,
title, and interest in and to the Purchase Agreement.  Assignee hereby accepts the foregoing
Assignment and assumes, and agrees to perform, all duties, obligations,
liabilities, indemnities, covenants, and agreements of Assignor set forth in
the Purchase Agreement.


 


3.                                       Counterparts.  This document may be executed in any number
of counterparts, each of which may be executed by any one or more of the
parties hereto, but all of which must constitute one instrument and shall be
binding and effective when all parties hereto have executed at least one
counterpart.


 


4.                                       Successors.  This Assignment shall be binding upon and for
the benefit of the parties hereto and their respective Successors and Assigns.


 

















 


IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment
to be executed as of the day and year first written above.


 


	
  ASSIGNOR:

  
	
   

  	
   

  
	
  INLAND REAL ESTATE
  ACQUISITIONS, INC.,

  
	
  An Illinois Corporation

  
	
   

  
	
   

  
	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  
	
   

  
	
  ASSIGNEE:

  
	
   

  	
   

  
	
  MB MARGATE LAKEWOOD I,
  L.L.C.,

  
	
  A Delaware Limited
  Liability Company

  
	
   

  	
   

  
	
  By:

  	
  Inland Western Retail
  Real Estate Trust, Inc.,

  
	
   

  	
  A Maryland Corporation,
  its sole member

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Valerie Medina

  	
   

  
	
   

  	
  Name:

  	
  Valerie Medina

  	
   

  
	
   

  	
  Title:

  	
  Assistant Secretary

  	
   

  
					



 


2