Clarkston Care, L.L.C. S-4 Registration of securities issued in business combination transactions

Exhibit 3.301

ASSIGNMENT OF

LIMITED LIABILITY COMPANY INTEREST

This Assignment of Limited Liability Company Interest (this “Assignment”) is executed as of September 25, 2012, but effective immediately prior to the closing of the Acquisition Joinder (as defined below), by Aviv Financing V, L.L.C., a Delaware limited liability company (“Assignor”), and Aviv Financing I, L.L.C., a Delaware limited liability company (“Assignee”).

RECITALS

WHEREAS, Assignor owns all of the issued and outstanding limited liability company membership interests (collectively, the “Interests”) in each of the limited liability companies set forth onSchedule I hereto (each a “Subsidiary” and, collectively, the “Subsidiaries”);

WHEREAS, it is contemplated that the Subsidiaries will be released from their respective obligations (the “Release”) under that certain Credit Agreement dated as of January 31, 2012, by and among Assignor, as Parent Borrower, and each of the Subsidiaries and certain other subsidiaries of Assignor party thereto as Subsidiary Borrowers, Aviv REIT, Inc., a Maryland corporation and certain of its affiliates and subsidiaries, as guarantors, the financial institutions from time to time party thereto, as lenders (collectively, the “Revolver Lenders”), and General Electric Capital Corporation, as administrative agent on behalf of itself and the other Revolver Lenders (the “Revolver Facility”);

WHEREAS, it is contemplated that the Subsidiaries will become borrowers (the “Acquisition Joinder”) under that certain Amended and Restated Credit Agreement dated as of May 31, 2012 by and among Assignee and certain of its subsidiaries named on Schedule 1.01 thereto, as borrowers, the financial institutions from time to time party thereto, as lenders (collectively, the “Acquisition Lenders”), and General Electric Capital Corporation, as administrative agent on behalf of itself and the other Acquisition Lenders (the “Acquisition Facility”); and

WHEREAS, in connection with the Release and the Acquisition Joinder, the parties hereto believe that it is in their collective best interest to enter into this Assignment.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee hereby agree as follows:

AGREEMENT

1. Assignor hereby conveys, assigns and delivers unto Assignee, its successors and assigns, as of the date hereof, all right, title and interest in, to and with respect to the Interests.

Assignment of L.L.C. Interests

Aviv Financing V, L.L.C. to Aviv Financing I, L.L.C.

2. Assignee hereby accepts, as of the date hereof, the assignment of the Interests and agrees to be bound by the terms of the Limited Liability Company Agreement of each Subsidiary as the sole member of each such Subsidiary.

3. Assignor covenants and agrees to do, execute, acknowledge and deliver to, or cause to be done, executed, acknowledged and delivered to, Assignee, its successors and assigns, all such further acts, deeds, assignments, transfers, conveyances and assurances that may be reasonably requested by Assignee for the better assigning, transferring, conveying, delivering, assuring and confirming to Assignee, its successors or assigns, any or all of the Interests.

4. This Assignment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

– Signature Page Follows –

Assignment of L.L.C. Interests

Aviv Financing V, L.L.C. to Aviv Financing I, L.L.C.

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

AVIV FINANCING V, L.L.C.,
a Delaware limited liability company
By:	AVIV HEALTHCARE PROPERTIES OPERATING PARTNERSHIP I, L.P.,
	a Delaware limited partnership, its sole member
	By:	AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP,
		a Delaware limited partnership, its general partner
		By:	AVIV REIT, INC.,
			a Maryland corporation, its general partner
			By:	/s/ Craig M. Bernfield
			Name:	Craig M. Bernfield
			Its:	President and Chief Executive Officer

AVIV FINANCING I, L.L.C.,
a Delaware limited liability company
By:	AVIV HEALTHCARE PROPERTIES OPERATING PARTNERSHIP I, L.P.,
	a Delaware limited partnership, its sole member
	By:	AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP,
		a Delaware limited partnership, its general partner
		By:	AVIV REIT, INC.,
			a Maryland corporation, its general partner
			By:	/s/ Craig M. Bernfield
			Name:	Craig M. Bernfield
			Its:	President and Chief Executive Officer

Assignment of L.L.C. Interests

Aviv Financing V, L.L.C. to Aviv Financing I, L.L.C.

Schedule I

1. Commerce Sterling Hart Drive, L.L.C., a Delaware limited liability company

2. Conroe Rigby Owen Road, L.L.C. a Delaware limited liability company

3. Fredericksburg South Adams Street, L.L.C., a Delaware limited liability company

4. Jasper Springhill Street, L.L.C., a Delaware limited liability company

5. Missouri Associates, L.L.C., a Delaware limited liability company

Assignment of L.L.C. Interests

Aviv Financing V, L.L.C. to Aviv Financing I, L.L.C.