Assignment and Assumption of Contract for Purchase and Sale



 Exhibit 10.2 
 ASSIGNMENT AND ASSUMPTION OF 
 CONTRACT FOR PURCHASE AND SALE

 THIS ASSIGNMENT AND ASSUMPTION OF CONTRACT FOR PURCHASE AND SALE (this
“Assignment”) is entered into effective as of August 29, 2012 (the “Effective Date”), by and between HARBOR RETIREMENT ASSOCIATES, LLC, a Florida limited liability company (“Assignor”),
CHT HARBORCHASE ASSISTED LIVING OWNER, LLC, a Delaware limited liability company (“Assignee”) and RONALD D. BROWN (“Seller”). 

WHEREAS, Assignor and Seller have entered into that certain Contract for Purchase and Sale dated effective
January 26, 2012 (the “Contract”), in which Seller agrees to sell and Assignor, as Buyer under the Contract, agrees to purchase certain real, personal and intangible property and improvements defined as the “Property”
within the Contract and by this reference incorporated herein; and 
 WHEREAS, Assignor wishes to assign
its interest in the Contract to Assignee; and 
 WHEREAS, pursuant to Section 16 of the Contract,
Seller must consent to any such assignment and desires to do so; and 
 WHEREAS, Seller is willing to
consent to the assignment of the Contract as more particularly set forth below. 
 NOW THEREFORE, in
consideration of the foregoing and Ten Dollars ($10.00) and other good and valuable consideration in hand paid by Assignee to Assignor and Assignee to Seller, the receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows: 
 1. Recitals, Defined Terms. The foregoing recitals are true and correct and are hereby
incorporated by reference. The defined terms as used in this Assignment shall have the same meaning when used herein, unless a contrary intent is indicated. 
 2. Assignment. Assignor hereby unconditionally grants, transfers, assigns, delivers and conveys to Assignee as of the Effective Date, all of Assignor’s right, title and interest in and to the
Contract. Assignor hereby agrees to indemnify and hold harmless Assignee from and against any and all claims, demands, liabilities, costs, damages and causes of action of any nature whatsoever, arising out of or incident to the Contract prior to the
date hereof. 
 3. Assumption. Assignee hereby unconditionally assumes, and agrees to be bound by, all
obligations and liabilities of Assignor under or relating to the Contract. Assignee hereby agrees to indemnify and hold harmless Assignor from and against any and all claims, demands, liabilities, costs, damages and causes of action of any nature
whatsoever, arising out of or incident to the Contract after the date hereof. 
 4. Approval. Seller
approves of the foregoing assignment and assumption pursuant to Section 16 of the Contract. Seller further approves any future assignments by Assignee of this Agreement to one or more of its affiliates or an assignment by Assignee back to
Assignor. 







 5. No Default. Seller and Assignor hereby represent and warrant to
Assignee that, as of the Effective Date, neither party is in default under the terms of the Contract. 
 6.
Counterparts. This Assignment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one agreement. 

[SIGNATURES APPEAR ON NEXT PAGE] 

  
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 IN WITNESS WHEREOF, the undersigned have executed this Assignment as
of the date first above written. 
  

									
	 “ASSIGNOR”

	
	 HARBOR RETIREMENT ASSOCIATES, LLC,

a Florida limited liability company

					
		 		 		 	 By:
	 	 /s/ Timothy S. Smick

		 		 		 	 Name: Timothy S. Smick

		 		 		 	 Title: CEO

	
	 “ASSIGNEE”

	
	 CHT HARBORCHASE ASSISTED LIVING OWNER, LLC, a Delaware limited liability company

					
		 		 		 	 By:
	 	 /s/ Kevin Maddron

		 		 		 	 Name: Kevin Maddron

		 		 		 	 Title: Senior Vice President



 
	
	
	 “SELLER”

	
	 /s/ Ronld D. Brown

	 RONALD D. BROWN




  
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