Exhibit 10.440


 


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 December, 2004 by Inland Real Estate Acquisitions, Inc., an Illinois
Corporation, (“Assignor”), and Inland Western College Station Gateway Limited
Partnership, an Illinois limited partnership, (“Assignee”).


 


RECITALS


 


A.            P.T. Gateway, Ltd. (“Seller”) and Assignor
have previously entered into that certain Purchase and Sale Agreement dated as
of October 22, 2004 (the “Purchase Agreement”), relating to the sale of a
certain shopping center commonly known as Gateway Station Shopping Center
located in the City of College Station, Texas.


 


B.             Assignor desires to assign its 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. 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/ Karen M. Kautz

  	
   

  	
   

  
	
  Name:

  	
  Karen M. Kautz

  	
   

  	
   

  
	
  Title:

  	
   Vice President

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  ASSIGNEE:

  	
   

  
	
   

  	
   

  
	
  INLAND WESTERN COLLEGE
  STATION GATEWAY

  	
   

  
	
  LIMITED PARTNERSHIP, an
  Illinois limited partnership

  	
   

  
	
   

  	
   

  
	
  By:

  	
  Inland Western College
  Station Gateway GP, L.L.C., a

  	
   

  
	
   

  	
  Delaware limited liability
  company, its sole general partner

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Inland Western Retail Real
  Estate Trust, Inc.,

  	
   

  
	
   

  	
  a Maryland corporation,
  its sole member

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Debra A. Palmer

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Debra A. Palmer

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Asst
  Secretary

  	
   

  	
   

  
								



 


2