Exhibit 10.00
ASSIGNMENT AGREEMENT
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THIS ASSIGNMENT AGREEMENT (this "Agreement") made this 1st day of
January, 1998, by and between PhyMatrix Corp., a Delaware corporation
("PhyMatrix"), and CareMatrix of Massachusetts, Inc., a Delaware corporation
("CareMatrix").
W I T N E S S E T H
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WHEREAS, CareMatrix entered into that certain Management Agreement with
PBG Medical Mall SNF, Ltd. ("PBG") dated June 30, 1996 for the management of a
120 bed skilled nursing facility to be located in Palm Beach Gardens, Florida
(the "Management Agreement"); and
WHEREAS, CareMatrix assigned all of its rights and obligations under
the Management Agreement to PhyMatrix pursuant to an Assignment Agreement dated
July 1, 1996; and
WHEREAS, PhyMatrix desires to assign its rights and obligations under
the Management Agreement to CareMatrix and CareMatrix desires to assume such
rights and obligations.
NOW, THEREFORE, in consideration of the payment of Eight Hundred
Thousand ($800,000) Dollars and the premises and the mutual covenants herein
contained, the parties hereto hereby agree as follows:
1. PhyMatrix hereby assigns, sets over and transfers unto CareMatrix
to have and to hold from and after the date hereof, all of the
right, title and interest of PhyMatrix in, to and under the
Management Agreement, and CareMatrix hereby accepts the within
assignment and assumes and agrees with PhyMatrix, to perform and
comply with and to be bound by all of the terms, covenants,
agreements, provisions and conditions of the Management Agreement
on the part of PhyMatrix thereunder to be performed on and after
the date hereof, in the same manner and with the same force and
effect as if CareMatrix had originally executed the Management
Agreement.
2. 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
PhyMatrix and CareMatrix.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date and year first above written.
PHYMATRIX CORP.
By: _________________________
Name:
Title:
CAREMATRIX OF MASSACHUSETTS, INC.
By: _________________________
Name:
Title:
