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EXHIBIT 10.26
CONSENT TO ASSIGNMENT
OF CONTRACT
(IRIDIUM LLC AND XXXXXXXX CONSULTING LLP)
This Consent to Assignment of Contract ("Consent") is entered into by
and among Xxxxxxxx Consulting LLP, an Illinois limited liability partnership
("Xxxxxxxx"), Iridium LLC, a Delaware limited liability company ("Iridium"), and
Iridium Operating LLC, a Delaware limited liability company ("Iridium
Operating").
RECITALS
X. Xxxxxxxx and Iridium have entered into a Master Agreement dated
December 10, 1996, (such contract, all schedules, appendices and exhibits
thereto, all agreements, statements of work, documents or information
incorporated by reference therein and all prior amendments, waivers, change
orders, or addenda thereto collectively referred to herein as the "Contract").
B. Pursuant to the Asset Transfer Agreement dated December 18, 1997,
by and between Iridium and Iridium Operating ("Asset Transfer Agreement"),
Iridium will assign substantially all of its Assets and Liabilities, including
all of Iridium's rights and obligations under the Contract, to Iridium
Operating, subject to Xxxxxxxx'x execution of this Consent.
C. Iridium Operating has agreed to such assignment, and desires to
receive and assume substantially all of Iridium's Assets and Liabilities,
including the Contract and all of the rights and obligations of Iridium
thereunder.
X. Xxxxxxxx has agreed to consent to the assignment and assumption of
the Contract pursuant to the terms and conditions herein and in the Asset
Transfer Agreement, and to a release of Iridium from its obligations under the
Contract.
NOW, THEREFORE, in consideration of the premises and consideration
herein contained, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as follows:
1. Consent. Xxxxxxxx hereby consents to the assignment, conveyance
and transfer of the Contract by Iridium to Iridium Operating, and acceptance and
assumption of the Contract by Iridium Operating pursuant to the terms and
conditions set forth herein and in the Asset Transfer Agreement. From and after
the Closing (i) Iridium Operating shall render all performance and be bound by
all obligations and duties of Iridium to Xxxxxxxx under the Contract, (ii)
Iridium Operating shall have all of the rights of Iridium under the
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Contract, (iii) Xxxxxxxx agrees to accept Iridium Operating's substitution for
Iridium under the Contract and Iridium Operating's performance under the
Contract in lieu of Iridium's performance regardless of whether the obligations
or rights accrued prior to or after the Closing, and (iv) Xxxxxxxx agrees that
Iridium Operating shall have all rights of Iridium with respect to Xxxxxxxx'x
obligations, duties and performance under the Contract.
2. Release. Upon the Closing, Iridium shall be released from, and
Xxxxxxxx shall be deemed to waive and relinquish each and every claim, suit,
cause of action or remedy against Iridium, and each debt, obligation or duty of
Iridium of any nature whatsoever, under and in connection with the Contract,
whether known or unknown, and whether or not previously asserted, including but
not limited to any claims, rights or remedies arising from any breach of any
Contract by Iridium; provided, however, it is expressly agreed by the parties
that subsequent to the Closing, Xxxxxxxx may assert against Iridium Operating
any claim, suit, cause of action, remedy, debt, obligation or duty which may
have been owing from Iridium to Xxxxxxxx on or before the Closing, provided
Xxxxxxxx shall assert such claim or suit against Iridium Operating in the same
time and manner in which it would have been required to assert any such claim or
cause against Iridium but for the assignment and the provisions of this Consent,
and the assignment, Consent and Asset Transfer Agreement shall not be deemed to
have extinguished, extended or otherwise altered the time requirements for
assertion of any right of Xxxxxxxx.
3. Validity and Enforceability. Xxxxxxxx and Iridium each acknowledge
that the Contract is valid and enforceable and remains in full force and effect.
4. Limited Amendment. The Contract shall not be amended by this
Consent, provided that to the extent the terms of the Contract conflict with the
terms of this Consent, the terms of this Consent shall supersede the terms of
the Contract.
5. Additional Undertakings. Each of the parties agrees to execute and
deliver any and all additional instruments, documents, consents, approvals and
waivers as may be required or reasonably requested by any other party to
implement, perform and give full effect to the Asset Transfer Agreement and this
Consent.
6. General Terms.
6.1. This Consent shall be effective concurrent with the
Closing of the Asset Transfer Agreement.
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6.2. This Consent shall be interpreted in accordance with
the laws of the District of Columbia without giving effect to applicable
principles of conflicts of laws to the extent the application of the laws of
another jurisdiction would be required thereby.
6.3. This Consent constitutes the entire agreement of the
parties with respect to the subject matter hereof.
6.4. This Consent may be amended only in writing signed by
all the parties hereto.
6.5. Capitalized terms used in this Consent but not defined
herein shall have the same meaning as is ascribed to such terms in the Asset
Transfer Agreement.
6.6. This Consent may be executed in several counterparts,
which together shall constitute the entire agreement. For the purposes of
execution, delivery and validity of this Consent, a signature on a counterpart
sent by facsimile shall be deemed an original.
IN WITNESS WHEREOF, the parties have executed this Consent as of the
18th day of December, 1997.
XXXXXXXX CONSULTING LLP
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
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Title: Partner
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IRIDIUM LLC
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Title: Chairman
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IRIDIUM OPERATING LLC
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
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Title: Assistant Secretary
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