Contract - Waste Management - 2011-06-21 Assignment of Contract
This Assignment of Contract (this Assignment") is entered into date
by Curbside, Inc. a California Corporation ('Assignor"), WM Curbside, LLC, a Delaware limited
liability company (Assignee), and the Costa Mesa Sanitary District (the 'Customer").
Background
A. Assignor and the Customer are parties to an Agreement effective August 11, 2009 (the
'Contract") relating to Assignor's provision of non-controlled pharmaceuticals and
sharps waste collection, transportation and/or disposal services to the Customer The
Customer has four pharmacy drop box locations; Ramsay Rexall Drugs, Stevens
Pharmacy White Front Pharmacy and Harbor Compounding Pharmacy
B. Assignee and Assignor have entered into an Asset Purchase Agreement dated as of
October 11, 2010 (the Asset Purchase Agreement') pursuant to which Assignor will sell
and Assignee will purchase substantially all of Assignor's assets. This transaction will
include Assignor's assignment of its interest in the Contract to Assignee.
C. The Customer is willing to consent to Assignor's assignment of its interest in the
Contract to Assignee upon the terms and subject to the conditions of this Assignment.
Now, therefore, in consideration of their mutual promises and intending to be legally
bound, the parties agree as follows:
1. Assignment
Assignor hereby sells, assigns, transfers and conveys to Assignee, its successors and
assigns, effective as of the Closing Date November 30, 2010 (as 'Closing Date is defined
in Paragraph 8 of this Assignment), all of Assignor's rights, title and interest in and under
the Contract. Notwithstanding anything stated in the Contract to the contrary, Customer
will not assert any claims against Assignee for violations of any federal laws associated
with pharmaceutical waste collection programs, and either Customer or Assignee may
modify the Contract to comply with any applicable laws, or terminate the Contract if the
services under the Contract are prohibited or made impracticable under any applicable
laws.
2. Assumption
Assignee, for itself and its successors and assigns, hereby accepts Assignor's assignment
and assumes and agrees to be bound by and perform, effective as of the Closing Date,
all of the obligations, liabilities and duties of Assignor under the Contract that arise or
accrue after the Closing Date (but not including any obligation, liability or duty that may
arise or accrue after the Closing Date in respect of any matter or event occurring prior to
the Closing Date). Assignee s assumption shall run directly in favor of the Customer and
shall be enforceable by the Customer against Assignee as if Assignee were the original
party to the Contract instead of Assignor
3. Customer's Consent
The Customer hereby consents, effective as of the Closing Date, to Assignor's
assignment of its interest under the Contract to Assignee, and to Assignee's assumption
of Assignor's interest under the Contract, upon the terms and subject to the conditions
of this Assignment. Prior to the Closing Date, the Customer's consent shall be of no
effect whatever
4 Customer's Certification
The Customer certifies to Assignee that, as of the date of this Assignment:
a. the Contract is in full force and effect in the form attached as Exhibit A and has
not been modified, amended or otherwise supplemented or altered in any way:
and
b. to Customer's knowledge, there are no claims by or against Assignor or any
defaults or liabilities by Assignor under the Contract.
The Customer agrees to confirm the continuing accuracy of its certification (or disclose
any inaccuracies that may have arisen) upon Assignee s written request at any time
prior to the Closing Date.
5. Governing Law
This Assignment shall be governed in accordance with the laws of the state whose laws
govern the Contract.
6. Counterparts
This Assignment may be signed in any number of counterparts, all of which together
shall constitute one and the same instrument.
7 Binding Effect
If and when this Assignment becomes effective, this Assignment shall be binding upon
Assignor and the Customer and their respective successors and assigns, and shall inure
to the benefit of Assignee, its successors and Assigns. Nothing herein is intended to
relieve Assignor and Assignee from their duties, responsibilities, liabilities or obligations under
the Asset Purchase Agreement.
8. Closing Date
This Assignment shall not be or become effective until the date of closing of the Asset
Purchase Agreement takes place (the 'Closing Date"), when this Assignment shall
become effective without the necessity of any notice or other action by any party
In witness whereof, the parties have executed this Assignment.
Costa Mesa Sanitary District
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WM Curbside, LLC
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