Heritage
ASSIGNMENT OF OPTION AGREEMENT
THIS ASSIGNMENT OF OPTION AGREEMENT ("Assignment") is made this 3rd
day of September, 1998 between MERIDIAN HEALTHCARE, INC., a Pennsylvania
corporation formerly known as MHC Acquisition Corporation ("Assignor"),
and ET SUB-MERIDIAN LIMITED PARTNERSHIP, L.L.P., a Virginia limited
liability partnership ("Assignee").
WHEREAS, pursuant to that certain Option Agreement dated as of
November 30, 1993 (the "Option Agreement"), among Assignor, Heritage
Associates Limited Partnership (the "Partnership") and those persons
designated on the signature page of the Option Agreement as Sellers
(the "Sellers"), (i) the Sellers granted to Assignor the right,
privilege and option to purchase all of the partnership interests in
the Partnership on the terms and conditions set forth therein and (ii)
the Partnership granted to Assignor the right, privilege and option to
acquire certain real property located in Baltimore County, Maryland and
more particularly described on Exhibit A hereto together with associated
real and personal property on the terms and conditions set forth therein;
and
WHEREAS, Assignor and Assignee are parties to that certain Asset
Transfer Agreement of even date herewith (the "Purchase Agreement"),
providing, among other things, for the sale, transfer, and conveyance to
Assignee of the Option Agreement and all of Assignor's right, title and
interest in and to the Option Agreement and the option to acquire the
Interests (as defined in the Option Agreement) and the Premises (as
defined in the Option Agreement) on the terms and conditions therein
set forth; and
WHEREAS, pursuant to the Purchase Agreement, Assignor desires to
assign to Assignee all of Assignor's right, title and interest in and
to the Option Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. All capitalized terms not otherwise defined herein shall have
the meanings ascribed to such term in the Purchase Agreement.
2. Assignor does hereby grant, bargain, convey, transfer, assign
and deliver to Assignee all of Assignor's right, title and interest in
and to the Option Agreement and the right to acquire the Interests and
the Premises as specifically provided for in the Option Agreement.
Assignee hereby accepts all of the right, title and interest of Assignor
in and to the Option Agreement.
3. This Assignment shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and
permitted assigns.
4. This Assignment, the rights and obligations of the parties
hereto, and any claims or disputes relating thereto, shall be governed
by and in accordance with the laws of the State of Maryland (but not
including the choice-of-law rules thereof).
5. This Assignment may be signed in two or more counterparts, none
of which need contain the signatures of all of the parties hereto, each
of which shall be deemed to be an original, and all of which taken
together shall constitute one and the same instrument. It shall not be
necessary in making proof of this Assignment to produce or account for
more than the number of counterparts containing the respective signatures
on behalf of all the parties hereto.
IN WITNESS WHEREOF, Assignor and Assignee have executed this
Assignment of Option Agreement or have caused this Assignment of Option
Agreement to be executed as of the day first above written.
ASSIGNOR:
MERIDIAN HEALTHCARE, INC., a
Pennsylvania corporation
By: /s/ Xxx X. Xxxxxxxxx
Xxx X. Xxxxxxxxx
Vice President
ASSIGNEE:
ET SUB-MERIDIAN LIMITED PARTNERSHIP,
L.L.P., a Virginia limited partnership
By: ET Meridian, L.L.C., a Delaware
limited liability company, sole general
partner
By: /s/ Xxxxxx X. Xxxxxxx, Xx.
Xxxxxx X. Xxxxxxx, Xx.
Sole Member
STATE OF: NEW YORK )
) ss:
COUNTY OF: NEW YORK )
I HEREBY CERTIFY that on this 2nd day of September, 1998, before me,
the undersigned, a notary public of said State, personally appeared Xxx X.
Xxxxxxxxx who acknowledged himself to be the Vice President of Meridian
Healthcare, Inc., a Pennsylvania corporation, known to me (or
satisfactorily proven) to be the person whose name is subscribed to the
within instrument, and acknowledged that he executed the foregoing
instrument for the purposes therein contained as the duly authorized
officer of the corporation by signing the name of the corporation by
himself as Vice President.
WITNESS my hand and notarial seal.
/s/ Xxxxxxxxx X. Xxxxx
Notary Public
My commission expires:
(Notarial Seal)
STATE OF: NEW YORK )
) ss:
COUNTY OF: NEW YORK )
I HEREBY CERTIFY that on this 2nd day of September, 1998, before me,
the undersigned, a notary public of said State, personally appeared Xxxxxx
X. Xxxxxxx, Xx., who acknowledged himself to be the sole member of ET
Meridian, L.L.C., the general partner of ET Sub-Meridian, L.L.P., a
Virginia limited partnership, known to me (or satisfactorily proven) to be
the person whose name is subscribed to the within instrument, and
acknowledged that he executed the foregoing instrument for the purposes
therein contained as the duly authorized officer of the general partner
of said limited partnership by signing the name of the limited partnership
by himself as sole member of its general partner.
WITNESS my hand and notarial seal.
/s/ Xxxxxxxxx X. Xxxxx
Notary Public
My commission expires:
(Notarial Seal)
Exhibit A
Legal Description
(To be attached)
