24
EXHIBIT B
A.
Form of Assignment Agreement.
AMENDMENT AND ACKNOWLEDGEMENT OF ASSIGNMENT
This Amendment and Acknowledgement of Assignment (this "Amendment") is made and
entered into as of the
day of
, 20
by and
between
("Customer") and Omnicell, Inc.
("Omnicell").
WHEREAS, CUSTOMER AND OMNICELL ARE EXECUTING, CONTEMPORANEOUSLY
WITH THIS AMENDMENT, THAT CERTAIN SCHEDULE A-2, PRICING SUPPLEMENT NO.
FOR FINANCED PRODUCTS
DATED
(THE "PRICING SUPPLEMENT") SUBJECT TO THE TERMS OF THAT CERTAIN SCHEDULE B,
FINANCING SCHEDULE DATED
(THE "FINANCING SCHEDULE") ENTERED INTO
SUBJECT TO CERTAIN GENERAL TERMS AND CONDITIONS DATED
BETWEEN
OMNICELL AND THE CUSTOMER (THE "MASTER AGREEMENT") (THE PRICING SUPPLEMENT, THE
FINANCING SCHEDULE AND THE MASTER AGREEMENT SHALL BE COLLECTIVELY REFERRED TO
HEREIN AS THE "AGREEMENT"); AND
Whereas, Customer and Omnicell wish to amend and supplement the
terms of the Agreement as hereinafter set forth;
NOW, THEREFORE, in exchange for the mutual promises and agreements hereinafter
set forth, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Customer and Omnicell hereby agree
as follows:
1.
Definitions.
Except as otherwise specifically defined herein,
terms used herein shall have the same meanings as set forth in the Agreement.
2.
Modification of Section 1.5 of the Financing Schedule.
The
Financing Schedule is hereby amended, solely as it pertains to the Pricing
Supplement, by adding the following as the last sentence of Section 1.5 thereof:
"Customer hereby acknowledges and agrees that Omnicell is assigning the right to
Monthly Lease Payments for the Financed Products described in that certain
Schedule A-2, Pricing Supplement For Financed Products dated
(the "Pricing Supplement")
entered into hereunder to
(the "Finance Company") but
the Finance Company is only being assigned the rights to such Monthly Lease
Payments and is not undertaking any of Omnicell's obligations under the
Agreement.
(Omnicell shall remain solely liable for all performance obligations
as the rentor under the Agreement, all warranties as manufacturer and/or
supplier, all claims under any service contract (including, without limitation,
any related Schedule D (Support Services Schedule)) or any other matters
concerning the Financed Products.
CUSTOMER ACKNOWLEDGES AND AGREES THAT ANY
CLAIMS AGAINST OMNICELL UNDER THE AGREEMENT OR AS VENDOR OR SUPPLIER OF THE
EQUIPMENT OR UNDER ANY SERVICE CONTRACT SHALL BE MADE SOLELY AGAINST OMNICELL
AND NOT THE FINANCE COMPANY AND THAT THE OBLIGATION TO MAKE MONTHLY LEASE
PAYMENTS TO THE FINANCE COMPANY OR ITS SUCCESSORS OR ASSIGNS IS ABSOLUTE AND
UNCONDITIONAL AND SHALL NOT BE SUBJECT TO ANY DISPUTES, CLAIMS, DAMAGES,
LIABILITIES, OR OFFSETS AGAINST ANY PAYMENTS DUE UNDER ANY AGREEMENTS FOR ANY
REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, REMEDIES ARISING FROM
NON-PERFORMANCE BY OMNICELL OR FROM ANY FAILURE OF, OR DAMAGE TO,
25
THE EQUIPMENT).
Monthly Lease Payments and Monthly Support Fees under the
Agreement on or after this date shall be remitted to Finance Company (or its
successors or assigns) to the address referenced on the invoices.
Any assertion
of remedies for non-performance (including, if applicable claims requesting
credits against monthly service payments under the Service Supplements,) must be