HomeMy WebLinkAboutExhibitASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Assumption
Agreement") is entered into as of September 29, 2008, by and between Tri-anim Health Services,
Inc, California corporation ("Assignor"), and Bound Tree Medical, an Ohio limited liability
company ("Assignee"), with respect to the following facts and circumstances:
A. Assignor and the City of Miami have entered into that certain Medical Supplies
Contract # 34019 (12), dated July 25, 2008 (the "Assigned Agreement").
B. On June 4, 2008, Sarnova, Inc., a Delaware corporation, and its subsidiaries, in a
series of related transactions, acquired all of the issued and outstanding equity securities of
Assignor and all of the outstanding equity securities of the Assignee, which transactions resulted
in each of Assignor and Assignee becoming a subsidiary of Sarnova, Inc.
C. Assignor desires to assign to Assignee, and Assignee desires to assume from
Assignor, without recourse, all of Assignor's right, title and interest in and to, and obligations
and liabilities under, the Assigned Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, Assignor and Assignee hereby agree as follows:
1. Assignment. Assignor hereby assigns, without recourse, to Assignee all of
Assignor's right, title and interest in and to the Assigned Agreement.
2. Assumption. Assignee hereby accepts the foregoing assignment and assumes,
undertakes to pay, perform and discharge and otherwise agrees to be bound by the terms and
provisions of the Assigned Agreement, and to faithfully perform all of Assignor's obligations
thereunder, whether arising prior to or after this Assumption Agreement, as though Assignee had
been the original contracting party thereunder.
3. Execution in Counterparts. This Assumption Agreement may be executed
simultaneously in multiple counterparts, each of which shall be deemed an original, but all of
which taken together shall constitute one and the same instrument.
4. Governing Law. This Assumption Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Ohio, without giving effect to
any choice of law or conflict of law provision thereof that would cause the application of the
laws of any jurisdiction other than those of the State of Ohio.
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IN WITNESS WHEREOF, Assignor and Assignee have executed this Assumption
Agreement as of the day and year first set forth above.
ASSIGNEE:
[BOUND TREE MEDICAL, LLCJ
ASSIGNOR:
[TRI-ANIM HEALTH SER VICES, INCI
By: �4
alt
Name: Dan Pister
Title: Chief Operating Officer' .
The undersigned hereby acknowledges and consents
to the assignment described in this Assumption
Agreement:::.:... -
[Nance of Counterparo; to the.contractJ
By:
Name:
Title:
102492083.1 ,