"Assignor"
EXHIBIT 6.4.3
-2-
EXHIBIT "A"
DESCRIPTION OF REAL PROPERTY
EXHIBIT A TO
EXHIBIT 6.4.3
EXHIBIT "B"
TENANT LEASES AND TENANT DEPOSITS
EXHIBIT B TO
EXHIBIT 6.4.3
-1-
GENERAL ASSIGNMENT
THIS GENERAL ASSIGNMENT ("Assignment") is made this _____ day of December, 2013
by and between D&A Daily Mortgage Fund III, L.P., D&A Semi-Annual Mortgage Fund
III, L.P. and D&A Intermediate-Term Mortgage Fund III, L.P. (collectively,
"Assignor"), and American Spectrum Dunham Properties LLC, a Delaware limited
liability company ("Assignee").
W I T N E S S E T H:
Assignors, Asset Managers, Inc., American Spectrum Realty, Inc. and Assignee
entered into that certain Contribution Agreement and Joint Escrow Instructions
dated as of December, 2013 ("Agreement") respecting the sale of certain
"Property", including the "Land" described in Exhibit "A" and the "Improvements"
located thereon (all as defined in the Agreement).
All capitalized terms used
but not defined herein shall have the meanings assigned to such terms in the
Agreement.
Under the Agreement, Assignor is obligated to assign to Assignee any and all of
its right, title and interest in and to these Contracts, the Licenses and
Permits; the Intellectual Property, the Plans and Reports.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Assignor hereby assigns, sells, transfers,
sets over and delivers unto Assignee all of Assignor's estate, right, title and
interest in and to the Contracts, Licenses and Permits, Intellectual Property,
Plans and Reports (collectively the "Intangible Property") and Assignee hereby
accepts such assignment.
Assignee hereby assumes the performance of all of the terms, covenants and
conditions imposed upon Assignor under the Intangible Property accruing or
arising on or after the date of this Agreement.
In the event of the bringing of any action or suit by a party hereto against
another party hereunder by reason of any breach of any of the covenants,
conditions, agreements or provisions on the part of the other party arising out
of this Assignment, then in that event the prevailing party shall be entitled to
have and recover of and from the other party all costs and expenses of the
action or suit, including reasonable attorneys' fees.
This Assignment shall be binding upon and inure to the benefit of the
successors, assignees, personal representatives, heirs and legatees of all the
respective parties hereto.
EXHIBIT 6.4.4
-1-
This Assignment shall be governed by, interpreted under, and construed and
enforceable in accordance with, the laws of the State of California.
IN WITNESS WHEREOF, Assignor and Assignee have executed and delivered this
Assignment as of the day and year first above written.
a
By:
By:
Name
Name:
Title
Title:
By:
By:
Name:
Name:
Title:
Title:
"Assignor"
"Assignor"
EXHIBIT 6.4.4
-2-
EXHIBIT "A"
DESCRIPTION OF THE LAND
EXHIBIT "A" TO
EXHIBIT 6.4.4
-1-
FORM OF ASSIGNMENT OF INTEREST
ASSIGNMENT OF UNITS
(NEVADA TREASURE RV RESORT, LLC)
THIS ASSIGNMENT UNITS ("Assignment") is made and entered into effective as of
December ___, 2013 (the "Effective Date"), by D&A