Common use of System Employees Clause in Contracts

System Employees. SCHEDULE 7.11 sets forth a true and complete list of the names and base salaries of all employees of Xxxxxx Cellular Systems, Inc. ("DCS") primarily involved in the operation of the Seller Business (the "SYSTEM EMPLOYEES"). No Person is employed by either Seller in the operation of the Seller Business. Except as set forth on SCHEDULE 7.11, each Seller Party and their Affiliates: (i) have in all material respects withheld and reported all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries and other payments to System Employees; (ii) are not liable for any material arrears of wages or any material taxes or any material penalty for failure to comply with any of the foregoing; and (iii) are not liable for any material payment to any trust or other fund governed by or maintained by or on behalf of any court, arbitrator or governmental or regulatory official, body or authority (including the FCC or any state body having jurisdiction over the Seller Business or any Purchased Asset), with respect to unemployment compensation benefits, social security or other benefits or obligations for System Employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no material pending or to Sellers' knowledge threatened claims or actions against any Seller Party under any worker's compensation policy or long-term disability policy involving any System Employee. Except as set forth in SCHEDULE 7.11, there are no actions, suits, claims or grievances pending, or, to the knowledge of Sellers, threatened relating to any labor, safety or discrimination matters involving any System Employee, including, charges of unfair labor practices or discrimination complaints. No Seller Party nor any of their Affiliates have engaged in any unfair labor practices within the meaning of the National Labor Relations Act with respect to any System Employee or the Seller Business. Except as set forth in SCHEDULE 7.11, no Seller Party nor any of their Affiliates are presently, nor have they been in the past, a party to, or bound by, any collective bargaining agreement or other labor union contract applicable to the Seller Business and no such collective bargaining agreement is being negotiated by any Seller, DCS or any Affiliate thereof. No consent of any union (or similar group or organization) is required in connection with the consummation of the transactions contemplated hereby. There are no pending, or, to Sellers' knowledge, threatened (a) union representation petitions respecting the System Employees, (b) efforts being made to organize any of the System Employees, or (c) strikes, slow downs, work stoppages, or lockouts or threats affecting the System Employees. No Seller Party has made any representation, warranty or agreement with any of the System Employees or any other employees of any Seller Party concerning employment with Purchaser after the Closing.

System Employees. SCHEDULE 7.11 sets forth a true and complete list of the names and base salaries of all employees of Xxxxxx Cellular Systems, Inc. ("DCS") the Seller primarily involved in the operation of the Seller Business (the "SYSTEM EMPLOYEES"). No Person is employed by either Seller in the operation of the Seller Business. Except as set forth on SCHEDULE 7.11, each Seller Party and their its Affiliates: (i) have in all material respects withheld and reported all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries and other payments to System Employees; (ii) are not liable for any material arrears of wages or any material taxes or any material penalty for failure to comply with any of the foregoing; and (iii) are not liable for any material payment to any trust or other fund governed by or maintained by or on behalf of any court, arbitrator or governmental or regulatory official, body or authority (including the FCC or any state body having jurisdiction over the Seller Business or any Purchased Asset), with respect to unemployment compensation benefits, social security or other benefits or obligations for System Employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no material pending or to Sellers' Seller's knowledge threatened claims or actions against any Seller Party under any worker's compensation policy or long-term disability policy involving any System Employee. Except as set forth in SCHEDULE 7.11, there are no actions, suits, claims or grievances pending, or, to the knowledge of SellersSeller, threatened relating to any labor, safety or discrimination matters involving any System Employee, including, charges of unfair labor practices or discrimination complaints. No Neither Seller Party nor any of their its Affiliates have has engaged in any unfair labor practices within the meaning of the National Labor Relations Act with respect to any System Employee or the Seller Business. Except as set forth in SCHEDULE 7.11, no neither Seller Party nor any of their its Affiliates are is presently, nor have they has it been in the past, a party to, or bound by, any collective bargaining agreement or other labor union contract applicable to the Seller Business and no such collective bargaining agreement is being negotiated by any Seller, DCS Seller or any Affiliate thereofAffiliate. No consent of any union (or similar group or organization) is required in connection with the consummation of the transactions contemplated hereby. There are no pending, or, to Sellers' Seller's knowledge, threatened (a) union representation petitions respecting the System Employees, (b) efforts being made to organize any of the System Employees, or (c) strikes, slow downs, work stoppages, or lockouts or threats affecting the System Employees. No Seller Party has not made any representation, warranty or agreement with any of the its System Employees or any other employees of any Seller Party concerning employment with Purchaser after the Closing.

System Employees. SCHEDULE 7.11 The Partnership does not have any employees. Schedule 5.11 sets forth a true and complete list of the names and base salaries of all employees of Xxxxxx Cellular Systems, Inc. ("DCS") the Seller primarily involved in the operation of the Seller Business (the "SYSTEM EMPLOYEESSystem Employees"). No Person is employed by either Seller in the operation of the Seller Business. Except as set forth on SCHEDULE 7.11Schedule 5.11, each Seller Party and their Affiliatesthe Partnership: (i) have in all material respects withheld and reported all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries and other payments to System Employees; (ii) are not liable for any material arrears of wages or any material taxes or any material penalty for failure to comply with any of the foregoing; and (iii) are not liable for any material payment to any trust or other fund governed by or maintained by or on behalf of any court, arbitrator or governmental or regulatory official, body or authority (including the FCC or any state body having jurisdiction over the Seller Business or any Purchased AssetSeller), with respect to unemployment compensation benefits, social security or other benefits or obligations for System Employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no material pending or or, to Sellers' knowledge threatened Seller's knowledge, threatened, claims or actions against any Seller Party or the Partnership under any worker's compensation policy or long-term disability policy involving any System Employee. Except as set forth in SCHEDULE 7.11Schedule 5.11, there are no actions, suits, claims or grievances pending, or, to the knowledge of SellersSeller, threatened relating to any labor, safety or discrimination matters involving any System Employee, including, including charges of unfair labor practices or discrimination complaints. No Neither the Partnership nor Seller Party nor any of their Affiliates have has engaged in any unfair labor practices practice within the meaning of the National Labor Relations Act with respect to any System Employee or the Seller Business. Except as set forth in SCHEDULE 7.11Schedule 5.11, no neither the Partnership nor Seller Party nor any of their Affiliates are is presently, nor have they has it been in the past, a party to, or bound by, any collective bargaining agreement or other labor union contract applicable to the Seller Business and no such collective bargaining agreement is being negotiated by any Seller, DCS Seller or any Affiliate thereofof Seller or the Partnership. There are no collective bargaining agreements covering any of the System Employees. No consent of any union (or similar group or organization) is required in connection with the consummation of the transactions contemplated hereby. There are no pending, or, to Sellers' knowledge, Seller's knowledge threatened (a) union representation petitions respecting the System Employees, (b) efforts being made to organize any of the System Employees, or (c) strikes, slow downs, work stoppages, or lockouts or threats affecting the System Employees. No Neither the Partnership nor Seller Party has made any representation, warranty or agreement with any of the System Employees or any other employees of any Seller Party or the Partnership concerning employment with Purchaser after the Closing.