Exhibit 10.469


 


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 22nd day of December, 2004 by Inland Real Estate Acquisitions, Inc., an
Illinois Corporation, (“Assignor”), and Town Square Ventures, L.P., an Illinois
limited partnership, (“Assignee”).


 


RECITALS


 


A.            Southlake Venture East, L.P., Southlake
Venture West, L.P., SL Venture West II, L.P., Southlake Central Venture, and SL
Central Venture II, L.P. (“Sellers”) and Assignor have previously entered into
that certain Amended and Restated Purchase Agreement dated as of November 5,
2004 (the “Purchase Agreement”), relating to the sale of a certain retail
property commonly known as Southlake Town Square located in Southlake, 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/ G. Joseph
  Cosenza

  	
   

  
	
  Name:

  	
   G. Joseph Cosenza

  	
   

  
	
  Title:

  	
     President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  ASSIGNEE:

  	
   

  
	
   

  	
   

  
	
  TOWN SQUARE VENTURES,
  L.P., an Illinois

  limited partnership

  	
   

  
	
   

  	
   

  
	
  By:

  	
  Western Town Square
  Ventures GP, L.L.C., a

  Delaware limited liability company, its

  general partner

  	
   

  
	
   

  
	
   

  	
  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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