Common use of Modification of Section 1 Clause in Contracts

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, 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 directed ONLY to Omnicell and shall not limit or otherwise affect Finance Company’s unconditional right to collect full payments under the Agreement.”