Fillable Printable Sample Novation

Sample Novation

SAMPLE

NOVATION

This Novation is made and entered into on this ____ day of _________________,

200__, by _________________UNIVERSITY OF PENNSYLVANIA OF THE STATE

SYSTEM OF HIGHER EDUCATION, COMMONWEALTH OF PENNSYLVANIA,

and BUG RID, INC., 2 Johnson Street, Highspire, Pennsylvania 17034.

WHEREAS, _______________ University on July 1, 1997, entered into an

agreement with Kill M Pest Control, Inc., contract number SP28888, for the Contractor to

provide pest control services to the University campus (attached hereto as Exhibit A); and

WHEREAS, the above Agreement included a renewal clause which provided for

three one-year renewals; and

WHEREAS, since the making of the Agreement, Kill M Pest Control, Inc.,

entered into a merger with Bug Rid, Inc., filing Articles of Merger-Domestic Business

Corporation with the Pennsylvania Department of State, Corporation Bureau on January

29, 1998 (attached hereto as Exhibit B); and

WHEREAS, the Articles of Merger state that Bug Rid, Inc., is the surviving

corporation and Kill M Pest Control, Inc., is the disappearing corporation in the merger;

and

WHEREAS, the Articles of Merger includes as Exhibit A, a plan of merger

which states in Paragraph 8 that the disappearing corporation has granted to the surviving

corporation an irrevocable power of attorney to execute and deliver, among other things,

assignments and assurances in law to confirm possession of rights, properties or assets of

the surviving corporation; and

WHEREAS, Pennsylvania business corporate law, 15 Pa.C.S.A. § 1929(b),

provides that the surviving corporation shall be responsible for all the liabilities of each

corporation so merged; and

WHEREAS, Bug Rid, Inc., desires to continue to provide services and meet the

assigned obligations of the merged corporation under the above contract and its

subsequent renewals; and

WHEREAS, the parties desire to make this Novation because of their mutual

interests in continuing the contractual relationship which existed between _________

University of Pennsylvania and Kill M Pest Control, Inc., now merged with and known

as Bug Rid, Inc.

NOW, THEREFORE, with the mutual intent to be legally bound, the parties

agree that Bug Rid, Inc., should be substituted for Kill M Pest Control, Inc., in the above

contract number SP28888 and its subsequent renewals.

The parties hereby acknowledge the foregoing as the terms and conditions of their

Agreement.

FOR THE CONTRACTOR: FOR THE COMMONWEALTH:

_________________________ __________________________________

President or Vice President of Vice President for Administration/Finance

Corporation (Please date) ____________ University of Pennsylvania

State System of Higher Education

(Please date)

_________________________

Secretary or Treasurer of

Corporation (Please date)

_________________________

Federal Identification Number

APPROVED AS TO FORM AND LEGALITY:

________________________________________

University Legal Counsel

State System of Higher Education

_______________________________________

Office of Attorney General

Note regarding signatures above. If a corporation, two signatures are required, one being the President or

Vice President, the second being the Secretary or

Treasurer. Signatory authority of either signatures can

be delegated provided there is a certified Board resolution presented with this contract