Exhibit 10.188
ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT (this "Agreement") made as of this 30th day of
March, 1999 by and between CAREMATRIX OF MASSACHUSETTS, INC., a Delaware
corporation ("Assignee") and CHANCELLOR OF GLEN COVE, INC., a Delaware
corporation ("Assignor").
W I T N E S S E T H
WHEREAS, Assignee is a member of Chancellor Dexter, LLC (the "CD"), a copy
of the operating agreement of which is attached hereto as Exhibit A (the "CD LLC
Agreement"); and
WHEREAS, CD is the sole member of Great Neck Holding, LLC ("GNH"), a copy
of the of the operating agreement of which is attached hereto as Exhibit B (the
"GNH LLC Agreement"); and
WHEREAS, GNH is the owner and operator of a certain senior housing
facility located in Great Neck, New York, known as The Mayfair at Great Neck;
and
WHEREAS, CD is the sole stockholder of Glen Cove Holding Corporation
("GCHC"), copies of the articles of organization and by-laws of which are
attached hereto as Exhibit C (the "GCHC Organizational Documents"); and
WHEREAS, CD and GCHC are the sole members of The Mayfair at Glen Cove, LLC
("MGC") a copy of the operating agreement of which is attached hereto as Exhibit
D (the "MGC LLC Agreement"); and
WHEREAS, MGC is the owner and operator of a certain senior housing
facility located in Glen Cove, New York, known as The Mayfair at Glen Cove; and
WHEREAS, pursuant to the CD LLC Agreement, the GNH LLC Agreement, the GCHC
Organizational Documents, and the MGC LLC Agreement, Assingor is entitled to
receive certain net cash flow from The Mayfair at Great Neck and The Mayfair at
Glen Cove (the "Net Cash Flow"); and
WHEREAS, Assignor desires to assign all of its right, title and interest
in and to the Net Cash Flow to Assignee, and Assignee desires to acquire the
same.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereto hereby agree as follows:
1. In consideration of $4,000,000, paid this day by Assignee, Assignor
hereby assigns, sets over and transfers unto Assignee to have and to
hold from and after the date
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hereof, all of the right, title and interest of Assignor in, to and
under the CD LLC Agreement, the GNH LLC Agreement, the GCHC
Organizational Documents, and the MGC LLC Agreement, all Net Cash
Flow received or receivable by Assignor.
2. Assignor hereby warrants and represents that (a) the CD LLC
Agreement, the GNH LLC Agreement, the GCHC Organizational Documents,
and the MGC LLC Agreement are each in full force and effect, (b)
Assignor has not received any notice of default with respect to any
such documents or Assignor's right to receive theNet Cash Flow, (c)
the document or documents attached hereto as Exhibit A, Exhibit B,
Exhibit C, and Exhibit D, constitute a true, correct and complete
copies of the CD LLC Agreement, the GNH LLC Agreement, the GCHC
Organizational Documents, and the MGC LLC Agreement, respectively,
and (d) Assignor has obtained any and all consents needed in
connection with the matters contemplated hereby, including, without
limitation, any and all consents required under the CD LLC
Agreement, the GNH LLC Agreement, the GCHC Organizational Documents,
and the MGC LLC Agreement.
3. Assignor hereby covenants and agrees to take such further actions as
Assignee deems reasonably necessary to enable Assignee to receive
the benefits contemplated by this Agreement.
4. This Agreement (i) shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns, (ii)
shall be governed by the laws of the Commonwealth of Massachusetts,
and (iii) may not be modified orally, but only by a writing signed
by each of Assignor and Assignee.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the date and year first above written.
CHANCELLOR OF GLEN COVE, INC.
By: /s/ Abraham D. Gosman
---------------------------
Name:
Title:
hereunto duly authorized
CAREMATRIX OF MASSACHUSETTS, INC.
By: /s/ David B. Currie
---------------------------
Name: David B. Currie
Title: VP
hereunto duly authorized
