HomeMy WebLinkAboutContracts & Agreements_182-11_CCv0002.pdf ~ ~
ACKNOWLEDGEMENT AND CONSENT
Dated as ofJuly 28' 2012
REFERENCE IS HEREBY MADE to that certain Agreement to Implement The Municipal Zero
Waste Junk Mail Opt-Out Program, dated as of November 21, 2011 (as amended or otherwise modified
from time totime, the"Agreement"), by and between Catalog Choice, aCo|ifornia nonprofit public benefit
corporation (the'Compony^)and the City ofRedlands, a municipal corporation ("Third Party");
VVHEREAS, prior to the date ofthis acknowledgment and consent. the Company has entered into
o definitive asset purchase agreement(the^APA")with Truoted|O. Inc., aDelaware corporation
("Trusted I D"), pursuant to which the Company will sell all or substantially all of its assets to TrustedID (the
"Asset Sale"); and
VVHEREAS, consummation ofthe APA is contingent on the Company and Truabed|D entering into
an Assumption and Assignment Agreement(the^AesiQnment")whereby the Company assigns its rights
and delegates its obligations under various contracts 0oTruutediD; and
WHEREAS, the Assignment requires Third Party's prior written consent before the Company can
enter into the Assignment; and
WHEREAS this Acknowledgment and Consent Agreement has been enclosed with a letter dated
of even date herewith from the Company and TrustedID to Third Party notifying Third Party of the
foregoing;
NOW, THEREFORE, as of the date first written above, Third Party hereby consents to the
Assignment in compliance with all applicable provisions cfthe Agreement. This Acknowledgment and
Consent in effective solely for the purposes set forth herein and shall not be deemed to: (a) be a consent
to any amendment, waiver or modification of any other term or condition of the Agreement, or(b)
otherwise prejudice any right or remedy which Third Party may now have or may have in the future under
or in connection with the Agreement. Third Party hereby represents and warrants that it shall not raise
any claim against the Company in connection with the breooh, default or non-performance of any
obligations under the Agreement arising after the date of this Acknowledgment and Consent; and agrees
thatTrustediO ahoU have the same rights and obligations under the Agreement that the Company had
prior hnthe execution ofthis Agreement.
IN WITNESS WHEREOF, this Acknowledgment and Consent has been executed by the parties
hereto as ofthe day and year first written above. Such executions may be in two or more counterparts,
each of which shall be deemed an original, but all of which taken together shall constitute one and the
same instrument.
Acknowlecl,ped by theCoThird Party
.i , T City of Red n�d
Its: President Its: Mayor
ATTEST:
Name: Sam Ir
its: City Glerk
N039/87*Dori |}