exv10w97



 






Exhibit 10.97




ASSIGNMENT




     THIS ASSIGNMENT dated November 30, 2004 by and between LB Triad Inc. (the “Assignor”) and
Capital Senior Living Properties, Inc. (the “Assignee”).



BACKGROUND




     Assignor is the owner of an 80% limited partner interest (the “Partnership Interest”) in Triad
Senior Living I, L.P., a Texas limited partnership (the “Partnership”) in accordance with the terms
of the Second Amended and Restated Agreement of Limited Partnership dated December 30, 1999 (as
amended, the “Partnership Agreement”).



     Assignor wishes to assign to the Assignee, and Assignee wishes to accept, the Partnership
Interest on and subject to the terms more particularly describe herein and in that certain
Termination and Mutual Release Agreement dated as of even date herewith (“Release”) by and among
Assignor, Assignee and certain related parties.



     NOW, THEREFORE, in consideration of the foregoing, the mutual promises of the parties hereto
and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:



     1. For and in consideration of the sum of $1.00 payable by Assignee to Assignor upon the full
execution hereof, Assignor hereby assigns, transfers, sells and sets over unto the Assignee, all of
Assignor’s right, title and interest in the Partnership Interest, effective as of the date hereof.
The foregoing assignment is made without RECOURSE, REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE
WHATSOEVER, EXCEPT FOR ASSIGNOR’S WARRANTY OF TITLE AS TO THE PARTNERSHIP INTEREST THAT THE
PARTNERSHIP INTEREST IS OWNED BY ASSIGNOR AND ASSIGNED TO ASSIGNEE WITHOUT ANY LIENS OR
ENCUMBRANCES, WHICH WARRANTY OF TITLE SHALL SURVIVE THE RELEASE.



     2. Assignee hereby accepts the assignment of the Partnership Interest. Assignee hereby assumes
and agrees to observe, fully perform and discharge all of the obligations and duties of Assignor
under the Partnership Agreement relating to the Partnership Interest for that period of time from
and after, but not before, the date of this Assignment.



     3. From and after the date hereof, Assignor shall have no further rights or interests in the
Partnership, and no obligation to the Partnership or the partners of the Partnership pursuant to or
on account of the Partnership Agreement.



     4. This Agreement shall be governed and construed under the internal laws of the State of
Texas.



     5. This Agreement may be signed in any number of counterparts. which counterparts shall be
treated as originals for all purposes, and all so executed shall constitute one agreement,



 









 




binding on all of the parties hereto, notwithstanding that all parties are not signatory to the
same counterpart.




     6. This Agreement constitutes the entire Agreement among the parties, supersedes all prior
agreements, and may not be modified or amended except in writing executed by all parties hereto.



               IN WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement as of the day
and year first above written.



	 	 	 
	

	 	LB TRIAD INC.,
	

	 	a Delaware corporation
	 
	 	 
	

	 	By:           /s/ David S. Broderick                                   
	

	 	Name:      David S. Broderick                                        
	

	 	Title:       Authorized Signatory                                   
	 
	 	 
	

	 	CAPITAL SENIOR LIVING PROPERTIES, INC.,
	

	 	a Texas corporation
	 
	 	 
	

	 	By:           /s/ Lawrence A. Cohen                                   
	

	 	Name:       Lawrence A. Cohen                                        
	

	 	Title:        CEO