EXHIBIT 10.8
ASSIGNMENT AGREEMENT AND CONSENT TO ASSIGNMENT
THIS ASSIGNMENT AGREEMENT AND CONSENT TO ASSIGNMENT, effective as of
the Effective Date (as defined herein), is by and among ADC Telecommunications,
Inc., a Minnesota corporation with its principal place of business at ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ("ADC"), INTERWAVE Communications B.V., a
company incorporated in the Netherlands with offices at ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ("INTERWAVE") and MicroCellular Systems, Ltd., a UK
corporation with its principal place of business at Centenial Court, No. Wing,
First Floor, Suite G, Easthampstead Road, Bracknell, Berkshire, England RG12 1YQ
("MicroCellular").
ADC, for itself and for all its predecessors, successors, assigns and
beneficiaries, does hereby sell, transfer, convey, assign and deliver unto
MicroCellular, MicroCellular's successors and assigns, all of ADC's rights,
liabilities, responsibilities, obligations, benefits and interests in, under and
to that certain Purchase/Resale Agreement between ADC and INTERWAVE dated
February 27, 1997, including all amendments and modifications, except Exhibit B
(collectively, the "Contract"). ADC and MicroCellular acknowledge and agree that
Exhibit B, granting certain exclusive sales territories, is specifically
excluded from this assignment and MicroCellular shall have no right to exercise
or enforce the provisions contained therein. The sale, transfer, conveyance,
assignment and delivery of the Contract by ADC to MicroCellular shall be
effective when, and not until, INTERWAVE has consented to same in writing below.
MicroCellular hereby assumes and agrees to promptly perform, pay and
discharge in full, without recourse, the Contract; provided, however, that such
assumption and agreement by MicroCellular shall be effective when, and not
until, INTERWAVE has consented to same in writing below. MicroCellular agrees to
defend, indemnify and hold harmless ADC, its directors. officers, subcontractors
and employees against any and all claims, actions, damages, liabilities or
expenses, including reasonable attorney's fees and other legal costs, caused by
the negligent or willful acts or omissions of, or breach of this Assignment
Agreement, by MicroCellular, or its employees or subcontractors.
The above is agreed to and accepted this 13 day of May , 1999
(the "Effective Date").
INTERWAVE COMMUNICATIONS, B.V
By: /s/
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Its:
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INTERWAVE having consented to the transactions described above, ADC and
MicroCellular have caused this Agreement to be duly executed effective as of the
Effective Date.
ADC TELECOMMUNICATIONS, INC. MICROCELLULAR SYSTEMS, LTD.
By: /s/ By: /s/
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Its: Vice President Its: Managing Director
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