Common use of ASSUMED CONTRACTS AND SUBSCRIBERS Clause in Contracts

ASSUMED CONTRACTS AND SUBSCRIBERS. (a) Set forth on SCHEDULE 7.06(a) is a list of all Contracts to which any Seller Party or any Affiliate of a Seller Party or AT&T is a party that relate primarily to the Seller Business and that fall within any one or more of the following categories, other than Excluded Contracts: (i) any Contract with any present or former employee or consultant or for the employment of any person, including any consultant; (ii) any Contract with any labor union or other representative of employees; (iii) any confidentiality or non-disclosure agreement pursuant to which a Seller Party, an Affiliate of a Seller Party or AT&T has agreed to keep information which is related to the Purchased Assets obtained from any other person or entity confidential; (iv) any Contract limiting or restraining a Seller Party, an Affiliate of a Seller Party or AT&T or any successor thereto from engaging or competing in any manner or in any business; (v) any Contract with AT&T, any member or Affiliate of a Seller or with any Affiliate of any shareholder or member of a Seller; (vi) any retail store lease or cell site lease or license; (vii) any roaming agreement, interconnection agreement or contour extension agreement; (viii) any Contract with a third party to provide services to customers of either Seller; (ix) any commission, representative, distributorship or sales agency Contract; (x) any conditional sale or lease under which a Seller Party, an Affiliate of a Seller Party or AT&T is either purchaser or lessee relating to the Purchased Assets or any property at which the Purchased Assets are located; (xi) any note, debenture, bond, trust agreement, letter of credit agreement, loan agreement or other Contract for the borrowing or lending of money or for a line of credit or guarantee, pledge or undertaking of the indebtedness of any other person or entity; (xii) any Contract for any charitable or political contribution; (xiii) any license, franchise, distributorship or other agreement which relates in whole or in part to any software, patent, trademark, trade name, service xxxx or copyright or technical assistance; (xiv) any Contract granting power of attorney to any other person or entity; (xv) any Contract for the performance of services by a third party involving annual payments of $25,000 or more; (xvi) any Contract for the future purchase of, or payment for, supplies or products, involving in any one case $25,000 or more; (xvii) any Contract for any capital expenditure or leasehold improvement in excess of $25,000; (xviii) any equipment lease with annual payments of more than $12,000; (xix) any Contract having annual payments greater than $25,000 or a commitment of $75,000 or more in the aggregate; and (xx) any other material Contract not made in the ordinary course of business consistent with past practice. Sellers have heretofore delivered or made available to Purchaser true and correct copies of the Assumed Contracts entered into as of the date hereof or prior to the date hereof that are required to be set forth on SCHEDULE 7.06(a), including all amendments, supplements and modifications thereto or waivers currently in effect thereunder. (b) Except as disclosed on SCHEDULE 7.06(b), no Seller Party is in Default in any material respect with respect to, nor to Sellers' knowledge is there any Default in any material respect by the other parties to, any Assumed Contracts. The Assumed Contracts are in full force and effect, enforceable against each Seller Party, Affiliate of a Seller Party or AT&T that is a party thereto in accordance with their terms. (c) As of July 31, 2001, there were approximately 24,498 subscribers of the Seller Business. SCHEDULE 7.06(c) sets forth the name of each of the price plans presently in the process of being implemented or presently covering the active subscribers of the Seller Business, together with the approximate number of subscribers, as of July 31, 2001, under each such plan, and the approximate number of such subscribers whose account balances have been outstanding for more than 60 days. (d) To the knowledge of Sellers, no party to an Assumed Contract (which party accounts for $50,000 or more annually in business with Sellers) has informed any Seller Party of its intent to cancel or otherwise modify in any material respect, other than in the ordinary course of its relationship with Sellers or the Seller Business, or to decrease significantly or limit significantly its purchases, services, supplies or materials under such Assumed Contract. (e) Each roaming agreement between a Seller and any carrier to which such Seller has paid roaming charges in the past 12 months contains provisions requiring each party thereto to use a pre-call validation ("PV") system in all markets covered by such roaming agreement and that any call completed by the serving carrier under such roaming agreement shall be the sole responsibility of such serving carrier if either (i) a PV request has determined that the roamer placing such call is not a valid customer of the home carrier or (ii) the call has been placed using an unauthorized ESN after entry to the Industry Negative File has become effective. Notwithstanding the foregoing sentence, in no event shall a Seller be liable for any point to point validations where the carrier "assumes positive" (as such term is commonly understood in the industry) at the switch level. (f) SCHEDULE 7.06(f) sets forth all products and services that each Seller offers or provide to their subscribers of the Cellular System in addition to voice cellular service.

ASSUMED CONTRACTS AND SUBSCRIBERS. (a) Set forth on SCHEDULE 7.06(a) is a list of all Contracts to which any Seller Party or any Affiliate of a Seller Party or AT&T is a party that relate primarily to the Seller Business and that fall within any one or more of the following categories, other than Excluded Contracts: (i) any Contract with any present or former employee or consultant or for the employment of any person, including any consultant; (ii) any Contract with any labor union or other representative of employees; (iii) any confidentiality or non-disclosure agreement pursuant to which a Seller Party, an Affiliate of a Seller Party or AT&T has agreed to keep information which is related to the Purchased Assets obtained from any other person or entity confidential; (iv) any Contract limiting or restraining a Seller Party, an Affiliate of a Seller Party or AT&T or any successor thereto from engaging or competing in any manner or in any business; (v) any Contract with AT&T, any member shareholder or Affiliate of a Seller or with any Affiliate of any shareholder or member of a Seller; (vi) any retail store lease or cell site lease or license; (vii) any roaming agreement, interconnection agreement or contour extension agreement; (viii) any Contract with a third party to provide services to customers of either Seller; (ix) any commission, representative, distributorship or sales agency Contract; (x) any conditional sale or lease under which a Seller Party, an Affiliate of a Seller Party or AT&T is either purchaser or lessee relating to the Purchased Assets or any property at which the Purchased Assets are located; (xi) any note, debenture, bond, trust agreement, letter of credit agreement, loan agreement or other Contract for the borrowing or lending of money or for a line of credit or guarantee, pledge or undertaking of the indebtedness of any other person or entity; (xii) any Contract for any charitable or political contribution; (xiii) any license, franchise, distributorship or other agreement which relates in whole or in part to any software, patent, trademark, trade name, service xxxx or copyright or technical assistance; (xiv) any Contract granting power of attorney to any other person or entity; (xv) any Contract for the performance of services by a third party involving annual payments of $25,000 or more; (xvi) any Contract for the future purchase of, or payment for, supplies or products, involving in any one case $25,000 or more; (xvii) any Contract for any capital expenditure or leasehold improvement in excess of $25,000; (xviii) any equipment lease with annual payments of more than $12,000; (xix) any Contract having annual payments greater than $25,000 or a commitment of $75,000 or more in the aggregate; and (xx) any other material Contract not made in the ordinary course of business consistent with past practice. Sellers have Seller has heretofore delivered or made available to Purchaser true and correct copies of the Assumed Contracts entered into as of the date hereof or prior to the date hereof that are required to be set forth on SCHEDULE 7.06(a), including all amendments, supplements and modifications thereto or waivers currently in effect thereunder. (b) Except as disclosed on SCHEDULE 7.06(b), no Seller Party is not in Default in any material respect with respect to, nor to Sellers' Seller's knowledge is there any Default in any material respect by the other parties to, any Assumed Contracts. The Assumed Contracts are in full force and effect, enforceable against each Seller Party, Affiliate of a Seller Party or AT&T that is a party thereto in accordance with their terms. (c) As of July 31, 2001, there were approximately 24,498 40,983 subscribers of the Seller Business. SCHEDULE 7.06(c) sets forth the name of each of the price plans presently in the process of being implemented or presently covering the active subscribers of the Seller Business, together with the approximate number of subscribers, as of July 31, 2001, under each such plan, and the approximate number of such subscribers whose account balances have been outstanding for more than 60 days. (d) To the knowledge of SellersSeller, no party to an Assumed Contract (which party accounts for $50,000 or more annually in business with SellersSeller) has informed any Seller Party of its intent to cancel or otherwise modify in any material respect, other than in the ordinary course of its relationship with Sellers Seller or the Seller Business, or to decrease significantly or limit significantly its purchases, services, supplies or materials under such Assumed Contract. (e) Each roaming agreement between a Seller and any carrier to which such Seller has paid roaming charges in the past 12 months contains provisions requiring each party thereto to use a pre-call validation ("PV") system in all markets covered by such roaming agreement and that any call completed by the serving carrier under such roaming agreement shall be the sole responsibility of such serving carrier if either (i) a PV request has determined that the roamer placing such call is not a valid customer of the home carrier or (ii) the call has been placed using an unauthorized ESN after entry to the Industry Negative File has become effective. Notwithstanding the foregoing sentence, in no event shall a Seller be liable for any point to point validations where the carrier "assumes positive" (as such term is commonly understood in the industry) at the switch level. (f) SCHEDULE 7.06(f) sets forth all products and services that each Seller offers or provide provides to their its subscribers of the Cellular System Systems in addition to voice cellular service.