by an
instrument in writing signed by the parties hereto.
None of the provisions of this instrument are intended to be, nor shall they be
construed to be, for the benefit of any third party.
[SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, Assignor and Assignee have executed this agreement this
_____ day of _______________.
ASSIGNOR
[INSERT SIGNATURE BLOCK]
ASSIGNEE:
[INSERT
SIGNATURE BLOCK]
EXHIBIT F-2
FORM OF ASSIGNMENT OF TAX SALE CERTIFICATES
EXHIBIT F-3
FORM OF ASSIGNMENT OF CITY AGREEMENT
EXHIBIT F-4
FORM OF ASSIGNMENT OF PILOT AGREEMENT
EXHIBIT G
FORM OF MANAGEMENT AGREEMENT
EXHIBIT H
FORM OF INTERIM LICENSURE ARRANGEMENTS
EXHIBIT I
SCHEDULE OF VEHICLES AND EQUIPMENT
(See Attached)
EXHIBIT J
RENT ROLL
(See Attached)
EXHIBIT K
EMPLOYEE CONTRACTS AND MATTERS
(See Attached)
EXHIBIT L
FORM OF ASSIGNMENT OF RESIDENCY
AGREEMENTS AND COMMERCIAL LEASES
THIS ASSIGNMENT AND ASSUMPTION OF RESIDENCY AGREEMENTS AND COMMERCIAL LEASES
(this "Assignment Agreement") is made and entered into as of this _____ day of
__________, 2013 (the "Transfer Date") by and between
___________________________ (the "Assignor"), and ____________________________
(the "Assignee"). Each party hereto is referred to individually as a "Party" and
collectively as the "Parties."
BACKGROUND:
WHEREAS, the Assignor and Assignee (as successor to _________________) have
entered into that Agreement of Sale dated as of _______, 2012 (the "Sale
Agreement"), providing for, among other things, the transfer by the Assignor to
the Assignee of the [assisted/independent] living facility identified on Exhibit
A hereto (the "Facility"), all upon the terms and conditions contained in the
Settlement Agreement;
WHEREAS, pursuant to the terms of the Sale Agreement, the Assignor shall assign
all of its right, title and interest as lessor in and to all "Residency
Agreements" and "Commercial Leases" (as each term is defined in the Sale
Agreement); and
WHEREAS, attached hereto (i) as Schedule 1 is a list of all Residency Agreement
held by Assignor as of the Transfer Date, and (ii) as Schedule 2 is a list of
all Commercial Leases held by Assignor as of the Transfer Date.
NOW, THEREFORE, in consideration of the premises, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by the Parties hereto, the Parties hereto, intending to be bound,
hereby agree as follows:
1.
Assignment. Assignor hereby assigns, transfers and conveys all of
its right, title and interest in, to, and under the Residency Agreement set
forth on Schedule 1 to Assignee. Assignor hereby assigns, transfers and conveys
all of its right, title and interest in, to, and under the Commercial Leases set
forth on Schedule 2 to Assignee. Except as expressly set forth in the Agreement
of Sale by and between Assignor, ___________ and ____________, dated as of
__________, 2013, and subject to the limitations set forth therein, this
Assignment is made without warranty or representation by the Assignor
2.
Assumption. Assignee hereby accepts all of the Assignor's right,
title and interest in, to, and under the Residency Agreement and Commercial
Leases, each as set forth on Schedule 1 or Schedule 2,