Attached files
file | filename |
---|---|
10-K - FORM 10-K - TAUBMAN CENTERS INC | k48898e10vk.htm |
EX-21 - EX-21 - TAUBMAN CENTERS INC | k48898exv21.htm |
EX-23 - EX-23 - TAUBMAN CENTERS INC | k48898exv23.htm |
EX-12 - EX-12 - TAUBMAN CENTERS INC | k48898exv12.htm |
EX-32.A - EX-32.A - TAUBMAN CENTERS INC | k48898exv32wa.htm |
EX-99.B - EX-99.B - TAUBMAN CENTERS INC | k48898exv99wb.htm |
EX-10.V - EX-10.V - TAUBMAN CENTERS INC | k48898exv10wv.htm |
EX-31.B - EX-31.B - TAUBMAN CENTERS INC | k48898exv31wb.htm |
EX-32.B - EX-32.B - TAUBMAN CENTERS INC | k48898exv32wb.htm |
EX-10.S - EX-10.S - TAUBMAN CENTERS INC | k48898exv10ws.htm |
EX-99.A - EX-99.A - TAUBMAN CENTERS INC | k48898exv99wa.htm |
EX-10.AY - EX-10.AY - TAUBMAN CENTERS INC | k48898exv10way.htm |
EX-10.AW - EX-10.AW - TAUBMAN CENTERS INC | k48898exv10waw.htm |
EX-31.A - EX-31.A - TAUBMAN CENTERS INC | k48898exv31wa.htm |
Exhibit 10 (ax)
ASSIGNMENT OF MEMBERSHIP INTEREST IN
TAUBMAN PROPERTIES ASIA LLC
TAUBMAN PROPERTIES ASIA LLC
This Assignment of Membership Interest in Taubman Properties Asia LLC (the Assignment) is
made by and between MORGAN PARKER (Assignor), and TAUBMAN ASIA MANAGEMENT II LLC, a Delaware
limited liability company (Assignee), in consideration of the sum of One Thousand U.S. Dollars
(US $1,000.00) and other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged.
Assignor hereby sells, assigns and transfers to Assignee, forever, all of Assignors right,
title and interest in the membership interest (the Membership Interest) in Taubman Properties
Asia LLC, a Delaware limited liability company (the Company), and withdraws as a member of the
Company. Assignor agrees to execute and deliver all such further transfers, assignments,
conveyances and assurances as may be reasonably requested by Assignee in order to effect the full
transfer as contemplated hereby.
Assignor agrees that he has not assigned, pledged or otherwise transferred all or any portion
of his membership interest in the Company and that the Membership interest is free and clear of all
liens and encumbrances and agrees to warrant and defend the same against any claims by third
parties. Assignor agrees to indemnify, defend and hold harmless Assignee from and against any
claim, loss or damages suffered by Assignee arising out of any breach of the preceding sentence.
Nothing expressed or implied in this Assignment shall be deemed to be an assumption by Assignee of
any liabilities or obligations of Assignor.
The terms of this Assignment will be binding upon, inure to the benefit of and be enforceable
by the respective successors assigns of the parties hereto.
None of the provisions of this Assignment may be waived, changed or altered except in a writing
agreed to by all of the parties hereto. This Assignment shall be governed by and be construed in
accordance with the laws of the State of Delaware, without giving effect to any choice of law or
conflict of law provision that would cause the application of the law of any jurisdiction other
than the State of Delaware. This Assignment may be executed in counterparts, each of which shall
constitute an original, although not fully executed, but all of which when taken together shall
constitute but one Assignment. Delivery of an executed counterpart of this Assignment by
telecopier, facsimile or electronic means (e.g.,pdf) shall be effective as delivery of an
original executed counterpart hereof.
Assignor has executed this Assignment as of October 4, 2009.
By: | /s/ Morgan Parker | |||
Morgan Parker | ||||
ACCEPTANCE
Assignee hereby accepts the foregoing assignment of the Membership Interest.
Assignee has executed this acceptance of Assignment as of October 4, 2009.
TAUBMAN ASIA MANAGEMENT LLC, a Delaware limited liability company |
||||||
By: | /s/Robert Taubman | |||||
Its: | Authorized Signatory |