1
EXHIBIT 10.91
ASSIGNMENT OF PARTNERSHIP INTEREST
THIS ASSIGNMENT OF PARTNERSHIP INTEREST (this "Assignment") is made and
entered into as of, although not necessarily on, the 1st day of October, 2000
(the "Effective Date"), by and between Capital Senior Living Properties, Inc., a
Texas corporation, (hereinafter called "Assignor") and Triad Senior Living V,
L.P., a Texas limited partnership, (hereinafter called "Assignee");
WITNESSETH:
WHEREAS, Assignee is desirous of redeeming nine percent (9%) of the ten
percent (10%) limited partnership interest in Triad Senior Living V, L.P.
(hereinafter the "Partnership") owned by Assignor (hereinafter the redeemed
amount is called the "Partnership Interest"); and
WHEREAS, Assignor is agreeable to transfer the Partnership Interest to
Assignee and thereby retain a one percent (1%) limited partnership interest in
the Partnership; and
WHEREAS, the partners are in agreement regarding said redemption;
NOW, THEREFORE, for and in consideration of One Thousand and No/100
Dollars ($1,000.00) and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto do hereby agree
as follows:
1. ASSIGNMENT OF PARTNERSHIP INTEREST. Assignor hereby assigns to
Assignee, and Assignee hereby accepts from Assignor, the
Partnership Interest, including but not limited to all right,
title and interest represented by the Partnership Interest in
and to the properties (real and personal), capital, cash flow
distributions, profits and losses of the Partnership. Assignor
hereby represents and warrants to Assignee that it has not
heretofore sold, assigned, pledged or otherwise disposed of
the Partnership Interest. Assignor further represents and
warrants that it has good and valid legal title to the
Partnership Interest. After the Assignment, the effective
Partnership Interests shall be: Triad Partners V, L.L.C. - GP
- 1.1%, Triad Partners V, L.L.C. - LP - 97.8%, and Capital
Senior Living Properties, Inc. - LP - 1.1%.
2. EFFECTIVE DATE. From and after the Effective Date, that
portion of the net profits or net losses and cash flow
(including all cash flow to which Assignee may be entitled on
the Effective Date) of the Partnership allocable to the
Partnership Interest shall be credited, charged or
distributed, as the case may be, to Assignee and not to
Assignor.
3. FUTURE COOPERATION ON SUBSEQUENT DOCUMENTS. Assignor and
Assignee mutually agree to cooperate at all times from and
after the date hereof with respect to the supplying of any
information requested by the other regarding any of the
matters described in this Assignment, and each agrees to
execute such further deeds, bills of sale, assignments,
amendments to the partnership agreement of the Partnership, or
other such documents as may be reasonably requested and
appropriate for the purpose of giving effect to, evidencing or
giving notice of the transactions undertaken hereby.
4. SUCCESSORS AND ASSIGNS. This Assignment shall be binding upon,
and shall inure to the benefit of, the parties hereto and
their heirs, legal representatives, successors and assigns.
5. SURVIVAL OF REPRESENTATIONS. The representations, warranties,
covenants and agreements of the parties contained in the
Assignment shall survive the consummation of the transactions
contemplated hereby.
6. MODIFICATION AND WAIVER. No supplement, modification, waiver
or termination of this Assignment or any provisions hereof
shall be binding unless executed in writing by the parties to
be bound thereby. No waiver of any of the provisions of
1
2
this Assignment shall constitute a waiver of any other
provision (whether or not similar), nor shall such waiver
constitute a continuing waiver unless otherwise expressly
provided.
7. GOVERNING LAW. This Assignment is being executed and is
intended to be performed in the State of Texas and shall be
construed and enforced in accordance with the laws of the
State of Texas.
8. COUNTERPARTS. This Assignment may be executed by the parties
hereto individually or in any combination, in one or more
counterparts, each of which shall be original and all of which
shall together constitute one and the same agreement.
IN WITNESS WHEREOF, this Assignment is executed as of the day and year first
above written.
ASSIGNOR:
CAPITAL SENIOR LIVING PROPERTIES,
INC., A TEXAS CORPORATION
By: /s/ LAWRENCE A. COHEN
---------------------------------------------
Lawrence A. Cohen, Chief Executive Officer
ASSIGNEE:
TRIAD SENIOR LIVING V, L.P., A TEXAS
LIMITED PARTNERSHIP
By: Triad Partners V, L.L.C., Its General Partner
By: /s/ BLAKE N. FAIL
---------------------------------------------
Blake N. Fail, President
2