**Exhibit 10.452**

 

ASSIGNMENT AND ASSUMPTION OF PURCHASE ANDSALE AGREEMENT

 

For good and valuable consideration the receipt and sufficiency ofwhich is hereby acknowledged, the undersigned, INLAND REAL ESTATE ACQUISITIONS,INC., an Illinois corporation, (“Assignor”) hereby assigns to INLAND WESTERNMINNEAPOLIS 3RD AVENUE, L.L.C., a Delaware limited liabilitycompany, (“Assignee”) all of Assignor’s right, title and interest as a party tothat certain Purchase and Sale Agreement (the “Purchase Agreement”) by andbetween INLAND REAL ESTATE ACQUISITIONS, INC., or its designees, (collectively,“Purchaser”), and FRC WEST PROPERTY, L.L.C., AMERICAN EXPRESS TRAVEL RELATEDSERVICES COMPANY, INC., and IDS PROPERTY CASUALTY INSURANCE COMPANY,(collectively, “Seller”), dated December 16, 2004 the purchase and sale ofcertain real property commonly known as 1001 N. 3rd Avenue South,Minneapolis, MN (the “Property”).

 

By execution hereof by Assignee, Assignee for itself and its successorsand assigns hereby accepts the assignment and assumes all of the obligations ofAssignor under the Purchase Agreement with respect to the Property.

 

This Assignment is effective as of the 16 day of December, 2004.

 
| **ASSIGNOR:** | ** ** | INLAND REAL ESTATE  ACQUISITIONS, INC.,  an Illinois corporation                                                                                            |
|---------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------|
|          |       |                                                                                                                                                        |
|          |       |                                                                                                                                                        |
|          |       | By:                                                                                                                                                         | /s/ G. Joseph Cosenza |   |
|          |       |                                                                                                                                                        | G. Joseph Cosenza |   |
|          |       | Its:                                                                                                                                                        | President |   |
|          |       |                                                                                                                                                        |   |   |
| **ASSIGNEE:** |       | INLAND WESTERN MINNEAPOLIS  3RD  AVENUE, L.L.C., a Delaware limited liability  company  By: Inland Western Retail Real Estate Trust, Inc.,  its sole member |
|          |       |                                                                                                                                                        |
|          |       |                                                                                                                                                        |
|          |       | By:                                                                                                                                                         | /s/ G.Joseph Cosenza |   |
|          |       |                                                                                                                                                        |   |   |
|          |       | Its:  Authorized Representative                                                                                                                        |   |

 

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