Exhibit 10.44


 


ASSIGNMENT AND ASSUMPTION OF PURCHASE
AGREEMENT


 


THIS ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT
(this “Assignment”) is made and entered into as of this lst day of
March, 2006, by and between INLAND REAL ESTATE ACQUISITIONS, INC., an Illinois
corporation (“Assignor”), and MB LOUISVILLE SOUTHGATE, LLC, a Delaware limited
liability company (“Assignee”).


 


RECITALS:


 


A.                                   Assignor previously has executed and entered
into that certain agreement dated as of November 29, 2005 (as amended, the
“Agreement”), with Southgate Group, LLC, a Kentucky limited liability company,
with respect to certain property commonly known as Southgate Apartments and
more particularly described therein.


 


B.                                     Assignor desires to assign all of its right,
title and interest in, to and under the Agreement to Assignee, and Assignee
desires to accept such assignment and assumes all of Assignor’s duties and
obligations under the Agreement that arise and accrue from and after the date of
this Assignment, all upon and subject to the terms and provisions of this
Assignment.


 


AGREEMENT:


 


NOW, THEREFORE, in consideration of the foregoing Recitals,
the mutual agreement of the parties hereto and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows:


 


1.                                       Incorporation of 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 of this Assignment in their entirety.


 


2.                                       Assignment.  Assignor
hereby assigns, conveys, transfers and sets over to Assignee all of Assignor’s
right, title and interest in, to and under the Agreement.


 


3.                                       Acceptance of Assignment and Assumption.  Assignee
hereby accepts the foregoing assignment and hereby assumes, and agrees to
perform, all of Assignor’s duties and obligations under the Agreement that
arise and accrue from and after the date of this Assignment.


 


4.                                       Severability.  If
any provision of this Assignment or the application thereof to any person or
circumstance is or shall be deemed illegal, invalid or unenforceable, the
remaining provisions of this Assignment shall remain in full force and effect
and this Assignment shall be interpreted as if such illegal, invalid or
unenforceable provision did not exist.


 


5.                                       Binding Effect.  Each
provision of this Assignment shall extend to and shall bind and inure to the
benefit of Assignor and Assignee and their respective heirs, legal
representatives, successors and assigns.


 


6.                                       Time of Essence.  Time
is of the essence of this Assignment and each provision hereof.


 

















 


7.                                       Entire Agreement. This Assignment
contains the entire agreement of Assignor and Assignee with respect to subject
matter hereof. No prior agreements or understandings with respect to the
subject matter hereof shall be valid or of any force or effect.


 


8.                                       Governing Law.  This
Assignment shall be governed by, and construed in accordance with, the laws of
the State of Illinois.


 


9.                                       Counterparts. This Assignment may be
executed in separate counterparts, each of which shall constitute an original
copy hereof, but all of which shall constitute but one and the same agreement.


 


IN
WITNESS WHEREOF, Assignor and Assignee have executed and
delivered this Assignment as of the date and year first written above.


 


 


	
   

  	
  ASSIGNOR:

  
	
   

  	
   

  
	
   

  	
  INLAND REAL ESTATE
  ACQUISITIONS, INC., an

  
	
   

  	
  Illinois corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ G. Joseph Cosenza

  
	
   

  	
   

  	
   

  	
  G. Joseph Cosenza,
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ASSIGNEE:

  
	
   

  	
   

  	
   

  
	
   

  	
  MB LOUISVILLE
  SOUTHGATE, L.L.C., a 

  
	
   

  	
  Delaware limited
  liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Minto Builders
  (Florida), Inc., a Florida

  
	
   

  	
   

  	
  corporation, its sole
  member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Valerie Medina

  
	
   

  	
   

  	
   

  	
   

  	
  Valerie Medina, 

  
	
   

  	
   

  	
   

  	
   

  	
  Assistant Secretary

  



 


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