Exhibit 10.152
ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT (this "Agreement") made as of this 20th day of
August, 1999 by and between CAREMATRIX OF MASSACHUSETTS, INC., a Delaware
corporation ("CMI") and CHANCELLOR SENIOR HOUSING GROUP, INC., a Delaware
corporation ("CSHG").
W I T N E S S E T H
WHEREAS, CMI has, on behalf of CSHG, entered into a Purchase and Sale
Agreement to acquire a certain parcel of land in North Haven, Connecticut (the
"Property"), as copy of which is attached hereto as Exhibit A (as amended to
date, the "Purchase Agreement"); and
WHEREAS, CSHG has, in connection with its potential acquisition and
development of the Property, performed certain due diligence, including, without
limitation, title review, environmental studies, surveys, and engineering
studies (the "Due Diligence"); and
WHEREAS, CSHG desires to assign its rights and obligations under the
Purchase Agreement to CMI and CMI desires to assume such rights and obligations;
and
WHEREAS, CSHG desires to transfer to CMI, and CMI desires to acquire from
CSHG, all of CSHG's right, title and interest in, to and under any and all
materials prepared by or for CSHG with respect to the Due Diligence (the "Due
Diligence Materials"), including, without limitation, the materials identified
on Exhibit B attached hereto.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereto hereby agree as follows:
1. In consideration of $100,000, paid this day by CMI, CSHG hereby
assigns, sets over and transfers unto CMI to have and to hold from
and after the date hereof, all of the right, title and interest of
CSHG in, to and under (a) the Purchase Agreement and the Property,
and (b) the Due Diligence Materials, and CMI hereby accepts the
within assignment and assumes and agrees with CSHG, to perform and
comply with and to be bound by all of the terms, covenants,
agreements, provisions and conditions of the Purchase Agreement on
the part of CSHG thereunder to be performed on and after the date
hereof.
2. CSHG hereby warrants and represents that (a) the Purchase Agreement
is in full force and effect, (b) CSHG has not received any notice of
default with respect to the Purchase Agreement, (c) the document or
documents attached hereto as Exhibit A constitute a true, correct
and complete copy of the Purchase Agreement and (d) CSHG has
obtained any and all consents needed in connection with the matters
contemplated
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hereby, including, without limitation, any and all consents required
under the Purchase Agreement.
3. CSHG hereby covenants and agrees to take such further actions as CMI
deems reasonably necessary to enable CMI to receive the benefits
contemplated by this Agreement.
4. CMI hereby acknowledges and agrees that the Due Diligence Materials
are conveyed by CSHG without any representation or warranty of any
kind.
5. 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 CMI and CSHG.
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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 SENIOR HOUSING
GROUP, INC.
By: /s/ Abraham D. Gosman
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Name:
Title:
hereunto duly authorized
CAREMATRIX OF MASSACHUSETTS, INC.
By: David B. Currie
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Name: David B. Currie
Title: Senior Vice President
hereunto duly authorized
