CURBSIDE INC. 5 - 2008 - Laserfiche WebLink

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g� ASSIGNMENT OF CONTRACT S� This Assignment of Contract (this "Assignment") is entered into this / of_ DU. , 2010 by Curbside, Inc., a California Corporation ("Assignor"), WM Curbside, LLC, a Delaware limited liability company ("Assignee"), and the City of Santa Ana (the "Customer"). BACKGROUND A. Assignor and Customer are parties to Service Agreement A-2008-062, dated April 7, 2008 ("Contract I") relating to Assignor's provision of universal waste collection, transportation and/or disposal services to the Customer. B. Assignor and Customer are parties to Service Agreement N-2007-086, dated July 1, 2007, ("Contract 2") relating to Assignor's provision of small battery recycling services to Customer. C. 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 Contract 1 and Contract 2 (hereinafter together referred to as the "Contracts") to the Assignee. D. Customer is willing to consent to Assignor's assignment of its interest in the Contracts 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 and Modification Assignor hereby sells, assigns, transfers and conveys to Assignee, its successors and assigns, effective as of the Closing Date (as "Closing Date" is defined in Paragraph 8 of this Assignment), all of Assignor's rights, title and interest in and under the Contracts. 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 Contracts 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 Contracts instead of Assignor.