Exhibit
10.497


 


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 Evans, L.L.C., a Delaware limited liability company, (“Assignee”).


 


RECITALS


 


A.                                     Eastern
Retail Holdings Limited Partnership (“Seller”) and Assignor have previously
entered into that certain Purchase and Sale Agreement dated as of October 5,
2004 (the “Purchase Agreement”), relating to the sale, inter alia, of a certain shopping center commonly
known as Evans Towne Center located in the City of Evans, Georgia (the “Property”).


 


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, with respect to the acquisition of 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 and pertaining to 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/ G. Joseph Cosenza

  	
   

  
	
  Name:

  	
  G.
  Joseph Cosenza

  	
   

  
	
  Title:

  	
  President

  	
   

  
	
   

  
	
   

  
	
  ASSIGNEE:

  
	
   

  
	
  INLAND WESTERN EVANS,
  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:

  	
  Asst.
  Secretary

  	
   

  
						



 


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