ASSIGNMENT AGREEMENT
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THIS ASSIGNMENT AGREEMENT (this "Agreement") made this 19th day of
November, 1997, by and between Chancellor Senior Housing Group, Inc., a Delaware
corporation ("CSHG"), and Chancellor of Merrillville, Inc., a Delaware
corporation ("Chancellor").
W I T N E S S E T H
WHEREAS, CSHG has entered into that certain Management Agreement with
CareMatrix of Massachusetts, Inc. ("CareMatrix"), dated July 25, 1997 for the
management of a senior housing facility to be located in Merrillville, Indiana
(the "Management Agreement"); and
WHEREAS, CSHG desires to assign its rights and obligations under the
Management Agreement to Chancellor and Chancellor desires to assume such rights
and obligations.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto hereby agree as follows:
1. CSHG hereby assigns, sets over and transfers unto Chancellor to
have and to hold from and after the date hereof, all of the
right, title and interest of CSHG in, to and under the Management
Agreement, and Chancellor 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 Management Agreement on the part
of CSHG thereunder to be performed on and after the date hereof,
in the same manner and with the same force and effect as if
Chancellor 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 CSHG and Chancellor.
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/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
Vice President
CHANCELLOR OF MERRILLVILLE, INC.
By: /s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
Vice President
ACKNOWLEDGED AND AGREED:
CAREMATRIX OF MASSACHUSETTS, INC.
By:
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Xxxxxxx Xxxxxxxx
Vice President
