R-2013-153 2013-10-14RESOLUTION NO. R2013-153
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
PEARLAND, TEXAS, CONSENTING TO THE ASSIGNMENT AND
ASSUMPTION OF CERTAIN AGREEMENTS BY MERIT MEDICAL
SYSTEMS, INC. TO WOODBURY STRATEGIC PARTNERS FUND, L.P.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND,
TEXAS:
Section 1. That certain Consent to Assignment and Assumption attached hereto
as Exhibit "A" and made a part hereof for all purposes, is hereby approved.
PASSED, APPROVED, AND ADOPTED this 14th day of October, A.D., 2013.
ATTEST:
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SEC TARY
Alb 4 d
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APPROVED AS TO FORM:
DARRIN M. COKER
CITY ATTORNEY
TONT REID
MAYOR
Resolution No. R2013-153
Exhibit "A"
ASSIGNMENT AND ASSUMPTION
AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment
and Assumption") dated 10 ),% l/3 , 2013, is entered into by Merit Medical
Systems, Inc. ("Assignor"), and Woodbury Strategic Partners Fund, L.P. ("Assignee"):
RECITALS
A. Reference is hereby made to that certain Tax Abatement Agreement dated
as of July 20, 2011 and amended on February 11, 2013 and October 14, 2013 by and
between Assignor and the City of Pearland (the "Contract"), attached hereto as Exhibit
"A". All initially capitalized terms not otherwise defined herein shall have the meanings
set forth in the Contract unless the context clearly indicated otherwise.
B. Assignor desires to assign to Assignee, all of Assignors' right, title and
interest, to any abated taxes under the Contract, and Assignee desires to accept the
assignment thereof; however, Assignor does not assign its obligations under the Contract
and Assignor shall remain a party to the Contract with respect to the obligations to
perform thereunder.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
AGREEMENT
1. Assignment and Assumption; Assumption.
1.1 Assignment. Assignor hereby transfers, assigns and conveys all of their
rights, interest to any abated taxes under the Contract.
1.2 Assumption. Assignee hereby assumes all of the terms and provisions
under the Contract with respect to receiving the rights to any abated taxes under the
Contract; and Assignor shall continue to be a party to the Contract and shall be
responsible for the obligations under the Contract and agrees fully and faithfully to
perform and discharge all performance obligations under the Contract.
1.3 This Assignment and Assumption shall be binding on and inure to the
benefit of Assignors and Assignee and their respective heirs, executors, administrators,
successors in interest and permitted assigns.
1.4 This Assignment and Assumption is contingent upon its approval by the
City of Pearland.
2. Counterparts. This Assignment and Assumption may be executed in any number
of counterparts, each of which shall be deemed an original, but all of which when taken
together shall constitute one and the same instrument. Each counterpart may be delivered
by facsimile transmission. The signature page of any counterpart may be detached
therefrom without impairing the legal effect of the signature(s) thereon provided such
signature page is attached to any other counterpart identical thereto.
IN WITNESS WHEREOF, Assignors and Assignee have executed this
Assignment and Assumption as of the day and year first above written.
"ASSIGNOR"
Merit Medical Systems,, Inc.,
By:
Kit Stanger= Chielnancial Officer
"ASSIGNEE"
TEGIC PARTNERS FUND, L.P.
Randall Woodbury- Pres s ent
APPROVED:
City ofP
By:
ill Eisen, City Manager