Exhibit 10.192
OPTION AGREEMENT
THIS OPTION AGREEMENT (the "Agreement") is entered into as of March 31,
1999 by and between CareMatrix of Houston, Inc., a Delaware corporation
(hereinafter, "CareMatrix of Houston") and CareMatrix of Massachusetts, Inc., a
Delaware corporation (hereinafter "CareMatrix of Mass.").
WHEREAS, CareMatrix of Houston is the sole, absolute fee simple owner of a
certain parcel of land located in Xxxxxx County, Texas containing approximately
5.1 acres of land more or less (the "Property"); and
WHEREAS, CareMatrix of Mass. desires to obtain an option to purchase the
Property, upon the terms and conditions set forth below;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:
1. CareMatrix of Houston hereby grants to CareMatrix of Mass. the option
to purchase the Property for a purchase price of $500,000 (the "Purchase
Price"), upon the following further terms and conditions:
(a) The closing date shall be on or before March 31, 2000 (the
"Closing Date");
(b) The parties shall execute a mutually agreed upon form of
purchase and sale agreement consistent with the terms and conditions of this
Agreement:
(c) The Property shall be conveyed on the Closing Date by a good and
sufficient quitclaim deed in favor of CareMatrix of Mass. or its nominee, to be
delivered at 12:00 noon on the Closing Date at 000 Xxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxxxxxxx 00000, conveying good and clear, record and marketable and
insurable fee simple title, free from encumbrances, except for only the matters
set forth on that certain Lawyers Title Insurance Corporation title insurance
policy insuring CareMatrix of Houston relating to the Property, a copy of which
has been delivered to CareMatrix of Mass. herewith, and such other easements and
restrictions hereafter affecting the Property as reasonably approved by
CareMatrix of Mass.;
(d) The Purchase Price shall be adjusted with respect to real estate
taxes and water and sewer charges, insurance premiums and utility charges and
other customary items in transactions of this type;
(e) This option shall be exercisable by CareMatrix of Mass. by
written notice to CareMatrix of Houston given at lease five (5) days before the
Closing Date;
(f) The transfer of the Property shall be made subject to any
changes in the Property which may have occurred as a result of taking by eminent
domain, and subject to any state of facts as an accurate survey would show other
than encumbrances created by CareMatrix of Houston after the date hereof and not
otherwise permitted hereunder.
2. CareMatrix agrees to pay, simultaneously herewith, the sum of $500,000
(the "Option Price"), for the option to purchase the Property. The Option Price
shall be credited in full against the Purchase Price for the Property.
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WITNESS THE EXECUTION HEREOF as an instrument under seal as of the date
first set forth above.
WITNESS: CAREMATRIX OF HOUSTON, INC.
---------------------------- By: /s/ Xxxxx X. Xxxxxx
-------------------------------------------
Title: Xxxxx X. Xxxxxx
-------------------------------------------
Vice President
hereunto duly authorized
WITNESS: CAREMATRIX OF MASSACHUSETTS, INC.
---------------------------- By: /s/ Xxxxx X. Xxxxxx
-------------------------------------------
Title: Xxxxx X. Xxxxxx
-------------------------------------------
Sr. Vice President
hereunto duly authorized
Receipt of Option Price Acknowledged:
CAREMATIX OF HOUSTON, INC.
By: /s/ Xxxxx X. Xxxxxx
----------------------------
----------------for CareMatrix of Houston, Inc.
XXXXX X. XXXXXX
SENIOR VICE PRESIDENT
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