HomeMy WebLinkAboutAssignment of Limited LiabilityASSIGNMENT OF LIMITED LIABILITY COMPANY INTEREST AGREEMENT
"Phis Assignment Agreement (the "Agreement") is entered into this May 22, 2011, by and
between Brazos 1031 Exchange Company, LLC of 3608 East 29th Street, Ste 112, Bryan, Texas
77802 ("Assignor") and Cozumel Investors, Ltd. of 2509 River Forest Drive, Bryan, Texas
77802 ("Assignee").
Recitals
A. WHEREAS, Assignor is a member in Broadstone Ranch at Wolf Pen, LLC, a
Texas limited liability company (the "Company") established by an operating agreement
executed on February 15, 2011 (the "Operating Agreement"); and
B. WHEREAS, Assignor acted as the Qualified Intermediary for a 1031 Exchange
transaction on behalf of Assignee; and
C. WHEREAS, as part of that 1031 Exchange, Assignor created the Company for the
purposes of an Improvement Exchange; and
D. WHEREAS, the 1031 Exchange time period began on November 23, 2011 and
ended on May 22, 2011; and
E. WHEREAS, the Assignor desires to assign its interest (the "Interest") in the
Company to Assignee; and
F. WHEREAS, Assignee desires to obtain the Interest subject to the conditions and
terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for good
and valuable consideration, the receipt and sufficiency of which are hereby aclaiowledged, the
parties hereto hereby agree as follows:
1. Assignment of Interest
Assignor hereby assigns all of his right, title and interest in the Company, being a 100% share of
the business and profits of the Company to Assignee.
2. Acceptance of Assignment
Assignee hereby accepts the assignment of the Interest subject to the terms and conditions of this
Agreement.
3. Release of Liability; Indemnification
Assignee hereby relieves Assignor of any liability for any debts or other obligations of the
Company arising from, related to, or in connection with the business or operations of the
Company, and agrees to indemnify and hold Assignor harmless from and against any claim,
lawsuit or action at law or in equity threatened or filed by any creditor of the Company which
seeks to name, or does name, Assignor as an obligor of any debt or obligation of the Company.
4. Future Profits; Future Liabilities
Assignee shall be entitled to receive, and shall receive, all future shares of profits or any
distribution of assets of the Company attributable to the Interest, and shall assume liability for a
proportionate share of all future losses and liabilities of the Company.
5. Construction and Interpretation
This Agreement shall be construed and interpreted in accordance with the substantive laws of the
State of Texas, including that State's codification of the Business Organizations Code Act,
without reference to the principles of conflict of laws of such State.
6. Descriptive headings
The descriptive headings of the several articles and sections contained in this Agreement are
included for convenience only and shall not control or affect the meaning or construction of any
of the provisions hereof.
7. Multiple Counterparts
This Agreement may be executed in a number of identical counterparts, each of which, for all
purposes, is to be deemed as original, and all of which constitute, collectively, one agreement;
but in making proof of this Agreement, it shall not be necessary to produce or account for more
than one such counterpart.
8. Effective Date
For all purposes hereof, this Agreement shall be deemed effective as of the date first mentioned
above.
ASSIGNEE:
Cozumel Investors, Ltd. � �/
P
STATE of TEXAS )
COUNTY of BR??S )
Th' in t im was acknowledged before me on this a7i-�-day of May, 2011 by Michael J.
cke rf on be al o Cozumel Investors, Ltd.
' ..........
CHRISTOPHERWIWA PEEASON
�0, aly Pnb11 MY COMMISSION EXPIRES
My Commission Expires: �— a ^gyres *tenter 7,20ta
ASSIGNOR:
By: a G
r zos 10 1 Ex ange Company, LLC
STATE OF TEXAS )
COUNTY OF BRAZOS )
This instrument was ac owledged before me on this day of May, 2011 by Kassi J.
Homer 7
behalf o r. os 1031 Exchange Company, LLC.
C.;4AP'O°'CHRISiCPHEflWILLIAMPETEASCN
;��•t0 MY COMMISSION EXPIRES
Notary Public ff'. septemnert,zota
My Commission Expires:
RESIGNATION OF MANAGER OF
BROADSTONE RANCH AT WOLF PEN, LLC
A LIMITED LIABILITY COMPANY
TO: Broadstone Ranch at Wolf Pen, LLC ("Company")
FM: Brazos 1031 Exchange Company, LLC
Effective May 22, 2011, I hereby resign as Company Manager.
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E, Company, rCas JHrManage