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EXHIBIT 10.37A
ASSIGNMENT OF MANAGEMENT AGREEMENT
THIS ASSIGNMENT OF MANAGEMENT AGREEMENT (this "Assignment") is made
effective as of July 12, 1996, by and among (i) PREFERRED RETIREMENT
COMMUNITIES, INC. ("Assignor"), a Florida corporation, and (ii) NHP FLORIDA
MANAGEMENT CO., INC. ("Assignee"), a Florida corporation and (iii) CASA DEL MAR
ASSOCIATES LIMITED PARTNERSHIP ("CDMA LP"), a Florida limited partnership.
W I T N E S S E T H:
WHEREAS, the parties hereto are parties to a Purchase Agreement (the
"Purchase Agreement"), dated June 28, 1996, which, INTER ALIA, provides for the
sale, assignment, transfer and conveyance from Assignor to Assignee of that
certain Management Agreement (the "Agreement") between Assignor and Xxxxxxxx
House Associates Limited Partnership, a Florida limited partnership, on the
terms and conditions set forth in the Agreement and the exhibits and schedules
thereto; and
WHEREAS, the parties hereto wish to effect such sale, assignment, transfer
and conveyance of the Agreement by this instrument.
NOW, THEREFORE, in consideration of the foregoing, of the mutual promises
set forth herein and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending
legally to be bound, hereby agree as follows:
1. ASSIGNMENT. Assignor hereby absolutely, unconditionally and
irrevocably sells, assigns, transfers and conveys to Assignee, its successors
and assigns, all of its right, title and interest in, under and to the
Agreement.
2. ACCEPTANCE. Assignee hereby undertakes, assumes and agrees to
perform, pay or discharge in accordance with its terms and to hold the Assignor
harmless for, from and against all of the duties, obligations, liabilities and
commitments of Assignor under the Agreement.
3. CONSENT. CDMA LP hereby consents to the foregoing assignment.
4. UNDERTAKINGS OF ASSIGNEE. Assignee agrees that (i) Xxxxxxxxx
Xxxxxx, the Regional Vice President of NHP Management Company, shall be required
to visit each of the Properties at least once a month for the first three months
following the closing date of the Assumption and devote such other time as
deemed necessary to the oversight of the Properties, (ii) M.T. Xxxxx, the
District Manager of NHP Management Company, shall be required to devote twenty-
five percent (25%) of his time to the oversight of the Properties in the first
six months after closing, and (iii) the current executive directors of the
existing management company will be replaced by individuals with at least three
years successful experience in the management of retirement housing facilities.
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5. FURTHER ASSURANCES. Assignor will do, execute, acknowledge and
deliver, or will cause to be done, executed, acknowledged and delivered, all
such further acts, deeds, transfers, assignments, conveyances, powers of
attorney and assurances necessary to effectuate fully the transfer and
assignment of the Agreements as contemplated hereby.
6. BINDING EFFECT. This Assignment shall be binding upon, and shall
inure to the benefit of, Assignor and Assignee and their respective successors
and assigns.
7. INDEMNIFICATION UNDER PURCHASE AGREEMENT. Nothing in this
Assignment shall affect the obligations of the parties hereto with respect to
indemnification under the Purchase Agreement.
8. GOVERNING LAW. The construction and performance of this Assignment
shall be governed by the laws of the Commonwealth of Virginia, without regard to
the choice of law provisions thereof.
9. COUNTERPARTS. This Assignment may be executed in one or more
counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be
executed effective as of the day and year set forth above.
WITNESS: ASSIGNOR:
PREFERRED RETIREMENT COMMUNITIES,
a Florida corporation
By:
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Xxxxx Xxxx, President
ASSIGNEE:
NHP FLORIDA MANAGEMENT CO., INC.,
a Florida corporation
By:
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Xxxxx Xxxxxxxxx, Executive Vice
President
(Signature continued on following page)
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CDMA LP:
CASA DEL MAR ASSOCIATES LIMITED
PARTNERSHIP, a Florida limited partnership
By: CASA DEL MAR INC., a Florida
corporation, General Partner
By:
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Xxxxx Xxxx, President
(Signatures continued from previous page)
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