Exhibit 10.24


 


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 23rd day of September, 2005 by Inland
Real Estate Acquisitions, Inc., an Illinois Corporation, (“Assignor”), and
Inland American Pearland Silverlake Village GP, L.L.C., a Delaware limited
liability company and Inland American Silverlake Village LP, L.L.C., a Delaware
limited Liability company (collectively the “Assignee”).


 


RECITALS


 


A.                                   Assignor and the various entities designated
therein as sellers have previously entered into that certain Purchase and Sale
Agreement dated as of May 18, 2005 (the “Purchase Agreement”), relating to
the sale, inter alia, of the equity interests in the entity that owns a certain
property commonly known as the Cinemark-12 located in the City of Pearland,
Texas (the “Property”).


 


B.                                     Assignor desires to assign an interest in and
to the Purchase Agreement to Assignee upon the terms and conditions contained
herein.


 


NOW, THEREFORE, in consideration of the receipt of Ten and 00/100
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
with respect to the acquisition of the equity interests in the entity that
currently owns the Property.  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 with respect to the acquisition of
the equity interests in the entity that currently owns the Property.


 


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/ Karen Kautz

  	
   

  
	
  Name:

  	
  Karen Kautz

  	
   

  
	
  Title:

  	
  Sr. Vice President

  	
   

  
	
   

  
	
   

  
	
  ASSIGNEE:

  
	
   

  
	
  By:

  	
  Inland American Pearland Silverlake Village
  GP, L.L.C.,

  
	
   

  	
  a Delaware limited liability company, its
  general partner

  
	
   

  
	
  By:

  	
  Inland American Acquisitions, Inc.,

  
	
   

  	
  a Delaware corporation, its sole member

  
	
   

  
	
   

  	
  By:

  	
  /s/ Karen Kautz

  	
   

  
	
   

  	
  Name:

  	
  Karen Kautz

  	
   

  
	
   

  	
  Title:

  	
  Sr. Vice President

  	
   

  
	
   

  
	
   

  
	
  By:

  	
  Inland American Pearland Silverlake Village
  LP, L.L.C.,

  
	
   

  	
  a Delaware limited liability company, its general partner

  
	
   

  
	
  By:

  	
  Inland American Acquisitions, Inc.,

  
	
   

  	
  a Delaware corporation, its sole member

  
	
   

  
	
   

  	
  By:

  	
  /s/ Karen Kautz

  	
   

  
	
   

  	
  Name:

  	
  Karen Kautz

  	
   

  
	
   

  	
  Title:

  	
  Sr. Vice President

  	
   

  
								



 


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