Termination Agreement between CareMatrix of Houston, Inc. and CareMatrix of Massachusetts, Inc. (September 30, 1999)

Summary

This agreement, dated September 30, 1999, is between CareMatrix of Houston, Inc. and CareMatrix of Massachusetts, Inc. It terminates a previous option agreement regarding a 5.1-acre property in Harris County, Texas. CareMatrix of Houston agrees to pay CareMatrix of Massachusetts a net sum of $550,000 (less closing expenses) in exchange for CareMatrix of Massachusetts releasing its rights to require the property transfer. The agreement is effective upon payment and acknowledges the release of all related obligations between the parties.

EX-10.218 60 0060.txt TERMINATION AGREEMENT Exhibit 10.218 TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (the "Termination Agreement") is entered into as of the 30th day of September, 1999, by and between CareMatrix of Houston, Inc., a Delaware corporation ("CareMatrix of Houston") and CareMatrix of Massachusetts, Inc., a Delaware corporation ("CareMatrix of Mass."). REFERENCE IS HEREBY MADE to that certain Option Agreement between CareMatrix of Houston, as grantor, and CareMatrix of Mass., as grantee, dated as of March 31, 1999 relating to a certain vacant parcel of land in Harris County, Texas, containing approximately 5.1 acres of land more or less (as more particularly described in said Option Agreement, the "Property"). WHEREAS, the parties acknowledge that CareMatrix of Mass. has previously paid in full the option payment under the Option Agreement to CareMatrix of Houston; and WHEREAS, the parties now wish to terminate the Option Agreement; and WHEREAS, in consideration of a cash payment and upon other terms and conditions as herein set forth, CareMatrix of Mass. has agreed to release CareMatrix of Houston from its obligation to convey the Property to CareMatrix of Mass. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. CareMatrix of Houston hereby agrees to pay, simultaneously with the execution of this Agreement, the sum of $550,000 less all closing expenses associated with its transfer of the Property to American Retirement Corporation (including without limitation, real estate taxes and other assessments, title insurance premiums and fees, survey costs, legal fees and other adjustments) (such net sum hereinafter the "Termination Payment") to CareMatrix of Mass. in order to terminate the Option Agreement. 2. Upon receipt of the Termination Payment, CareMatrix of Mass. hereby agrees to terminate the Option Agreement and release its rights to require CareMatrix of Houston to convey the Property to CareMatrix of Mass. WITNESS THE EXECUTION HEREOF as an instrument under seal as of the date first set forth above. WITNESS: CAREMATRIX OF HOUSTON, INC. - ---------------------------- By: /s/ David B. Currie ------------------------------------------- Title: David B. Currie ------------------------------------------- Vice President hereunto duly authorized WITNESS: CAREMATRIX OF MASSACHUSETTS, INC. - ---------------------------- By: /s/ David B. Currie ------------------------------------------- Title: David B. Currie ------------------------------------------- Sr. Vice President hereunto duly authorized Receipt of Termination Payment Acknowledged: CAREMATRIX OF MASSACHUSETTS, INC. By: /s/ David B. Currie - ------------------------------------------------------ for CareMatrix of Massachusetts, Inc. - ---------------- DAVID B. CURRIE SENIOR VICE PRESIDENT 2