Common use of Employee Benefit Plans and Labor Matters Clause in Contracts

Employee Benefit Plans and Labor Matters. (a) Section ‎4.17(a) of the Exxxxxx Disclosure Schedule contains a correct and complete list of each material Echo Business Benefit Plan (it being agreed that employment contracts for non-U.S. employees below the executive level which are consistent in all material respects with the standard forms of employment contracts provided to Aspen prior to the date hereof shall not be required to be listed on Section ‎4.17(a) of the Exxxxxx Disclosure Schedule) and identifies which such plans are defined benefit pension plans, Exxxxxx Assumed Benefit Plans, Exxxxxx Contributed Subsidiary Benefit Plans (and which identifies any such Exxxxxx Assumed Benefit Plans or Exxxxxx Contributed Subsidiary Benefit Plans which are welfare plans that are self-insured) and Exxxxxx Retained Benefit Plans. Exxxxxx has made available to Aspen copies of each material Exxxxxx Assumed Benefit Plan and material Exxxxxx Contributed Subsidiary Benefit Plan and all amendments thereto and, if applicable, (i) any related trust, funding agreements or insurance policies, (ii) summary plan description and summaries of material modifications, (iii) the most recent IRS determination letter or foreign equivalent issued by a Governmental Authority, as may be applicable, (iv) actuarial reports and financial statements for the most recently completed fiscal year, (v) the most recent annual report (Form 5500) and all applicable schedules thereto or foreign equivalent, (vi) tax return (Form 990) prepared in connection with any such plan or trust or foreign equivalent, and (vi) all material, non-routine documents and correspondence relating thereto received from or provided to any Governmental Authority during the past year. Notwithstanding the foregoing, Section ‎4.17(a) shall not apply to any Echo Business Benefit Plan that is maintained or sponsored by any Governmental Authority. (b) None of the Exxxxxx Contributed Subsidiaries (nor any predecessor thereof) (x) sponsors, maintains or contributes to (or is required to contribute to), or has in the past sponsored, maintained or contributed to (or been required to contribute to), and no Exxxxxx Assumed Benefit Plan or Exxxxxx Contributed Subsidiary Benefit Plan is, a Title IV Plan or a defined benefit pension plan (y) has any, or is reasonably expected to have any, individually or in the aggregate, direct or indirect liability with respect to any Title IV Plan or (z) other than in relation to the Exxxxxx U.K. Pension Plan, sponsors, maintains or contributes to or has been an employer in relation to any pension scheme which is not a money purchase pension scheme, as defined under section 181(1) of the United Kingdom Pxxxxxx Xxxxxxx Xxx 0000, and other than in relation to the Exxxxxx U.K. Pension Plan is not ‘associated with’ or ‘connected with’ such a pension scheme (as those terms are defined under sections 435 and 249 of the United Kingdom Insolvency Act 1986). None of the Exxxxxx Contributed Subsidiaries participate in the segregated defined benefit section of the Exxxxxx U.K. Pension Plan, or have any liability to the segregated defined benefit section of the plan. None of the Exxxxxx Contributed Subsidiaries contributes to or is required to contribute to any multiemployer plan, as defined in Section 3(37) of ERISA. No Exxxxxx Contributed Subsidiary has been issued with a restoration order, a contribution notice or financial support direction in relation to the Exxxxxx U.K. Pension Plan or any other pension arrangement under section 38, 43 or 52 of the United Kingdom Pensions Act 2004 or the United Kingdom Pxxxxxxx Xxxxxxx Xxx 0000 and there are no circumstances which could give rise to the issue of any such order, notice or direction on any Exxxxxx Contributed Subsidiary. No debt or contribution notice has been triggered, or will as a result of the Transactions become due, in relation to any Exxxxxx Contributed Subsidiary pursuant to sections 75 or 75A of the United Kingdom Pensions Axx 0000, sections 103 to 115 of the United Kingdom Pxxxxxxx Xxxxxxx Xxx 0000 or otherwise, and no steps have been taken to commence the winding up of any occupational pension scheme which directly or indirectly might have that consequence. (c) Each Exxxxxx Assumed Benefit Plan and Exxxxxx Contributed Subsidiary Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or opinion letter from the IRS, or has pending or has time remaining in which to file, an application for such determination from the IRS, and to the knowledge of Exxxxxx, no circumstances exist that would reasonably be expected to cause such determination or opinion letter being revoked or not issued or reissued. (d) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, an Exxxxxx Material Adverse Effect, since January 1, 2018, (i) each Exxxxxx Assumed Benefit Plan and Exxxxxx Contributed Subsidiary Benefit Plan has been established, funded and maintained in compliance with its terms and Applicable Law (including, to the extent applicable, ERISA and the Code) and with any agreement entered into with a union or labor organization; (ii) there have not been any Actions pending against or involving, or to the knowledge of Exxxxxx, threatened against or threatened to involve any Exxxxxx Assumed Benefit Plan or Exxxxxx Contributed Subsidiary Benefit Plan (other than routine claims for benefits); (iii) no events have occurred with respect to any Exxxxxx Assumed Benefit Plan or Exxxxxx Contributed Subsidiary Benefit Plan that has resulted in, or to Exxxxxx’x knowledge, would reasonably be expected to result in, the assessment of any excise Taxes or penalties against any of the Exxxxxx Contributed Subsidiaries; and (iv) all contributions, premiums and payments that are due to have been made for each Exxxxxx Assumed Benefit Plan or Exxxxxx Contributed Subsidiary Benefit Plan within the time periods prescribed by the terms of such plan and Applicable Law have been made. (e) Neither the execution of this Agreement nor the consummation of the Transactions will (either alone or together with any other event) (i) entitle any Echo Business Employee, Former Echo Business Employee or current or former individual independent contractor, worker or consultant of the Echo Business to any compensation or benefits (including any bonus, retention or severance pay); (ii) accelerate the time of payment or vesting, or result in any payment or funding (through a grantor trust or otherwise), of any compensation or benefits under, increase the amount payable or result in any other material obligation to or pursuant to, any of the Exxxxxx Assumed Benefit Plans or Exxxxxx Contributed Subsidiary Benefit Plans; (iii) limit or restrict the right of any Exxxxxx Contributed Subsidiary and, after the consummation of the transactions contemplated hereby, Newco, the Surviving Corporation or any of their Subsidiaries, to merge, amend or terminate any of the material Exxxxxx Assumed Benefit Plans or Exxxxxx Contributed Subsidiary Benefit Plans; or (iv) result in the payment of any amounts that would not be deducible under Section 280G of the Code or result in the payment of any amounts subject to an excise tax under Section 4999 of the Code. (f) None of the Exxxxxx Contributed Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any Echo Business Employee or Former Echo Business Employee for any Tax incurred by such individual, including under Section 409A or 4999 of the Code. (g) None of the Exxxxxx Contributed Subsidiaries has any material liability in respect of, and no Echo Business Benefit Plan provides or promises, any post-employment or retirement health, medical or hospitalization or similar benefits (whether insured or self-insured) for any Echo Business Employees, Former Echo Business Employee or current or former individual independent contractors, workers or consultants of the Echo Business, except as required under Section 4980B of the Code or other Applicable Law. (h) There has been no amendment to, written interpretation or announcement (whether or not written) by Exxxxxx or any of the its Subsidiaries relating to, or change in employee participation or coverage under, an Exxxxxx Assumed Benefit Plan or Exxxxxx Contributed Subsidiary Benefit Plan which would increase materially the expense of maintaining such Exxxxxx Assumed Benefit Plan or Exxxxxx Contributed Subsidiary Benefit Plan above the level of the expense incurred in respect thereof for the most recently completed fiscal year. (i) Each Exxxxxx International Benefit Plan in relation to the Echo Business (i) has been maintained in compliance with its terms and Applicable Law, (ii) if intended to qualify for special tax treatment, meets all the requirements for such treatment, and (iii) if required, to any extent, to be funded, book-reserved or secured by an insurance policy, is, to the extent so required, funded, book-reserved or secured by an insurance policy, as applicable, based on reasonable actuarial assumptions in accordance with applicable accounting principles, in each case, except as would not reasonably be expected to have, individually or in the aggregate, an Exxxxxx Material Adverse Effect. (j) No Echo Business Employee or Former Echo Business Employee has transferred to the employment of Exxxxxx or any of the Exxxxxx Contributed Subsidiaries with an entitlement to payment of enhanced pension benefits on redundancy or early retirement by reference to employment with Exxxxxx or any of the Exxxxxx Contributed Subsidiaries or a previous employer and whether under an Exxxxxx Assumed Benefit Plan or Exxxxxx Contributed Subsidiary Benefit Plan, contract of employment, or another arrangement. (k) Neither Exxxxxx (with respect to the Echo Business) nor any of the Exxxxxx Contributed Subsidiaries is a party to or subject to, or is currently negotiating in connection with entering into or amending, any collective bargaining agreement or other Contract or understanding with a labor or trade union, works council or similar organization with respect to Echo Business Employees and, to Exxxxxx’x knowledge, since January 1, 2018, there has not been any organizational campaign, petition or other unionization activity seeking recognition of a collective bargaining unit relating to any Echo Business Employees. Since January 1, 2018, neither Exxxxxx nor any of its Subsidiaries has received any written request for recognition from any trade union, or for the establishment of a European Works Council, information and consultation body or any other employee representative body, to be the bargaining representative of any Echo Business Employees or Former Echo Business Employees. There are no material unfair labor practice grievances or complaints pending or, to Exxxxxx’x knowledge, threatened against the Echo Business or any of the Exxxxxx Contributed Subsidiaries before the National Labor Relations Board or any other Governmental Authority or any pending request for union recognition involving Echo Business Employees. There is no, and since January 1, 2018, there has not been any, material labor strike, slowdown or stoppage pending or, to Exxxxxx’x knowledge, threatened by Echo Business Employees or Former Echo Business Employees against any Exxxxxx Contributed Subsidiary or the Echo Business. (l) The consent or consultation of, or the rendering of formal advice by, any labor or trade union, works council (including European Works Council) or other employee representative body is not required for Exxxxxx to enter into this Agreement or to consummate any of the transactions contemplated hereby. (m) Since January 1, 2018, Exxxxxx and each of its Subsidiaries, including the Exxxxxx Contributed Subsidiaries, has been in compliance with all applicable Employment Laws with respect to Echo Business Employees, Former Echo Business Employees and individual independent contractors, workers and consultants of the Echo Business, except for failures to comply or violations that would not reasonably be expected to have, individually or in the aggregate, an Exxxxxx Material Adverse Effect. Except as, individually or in the aggregate, would not reasonably be expected to have an Exxxxxx Material Adverse Effect, since January 1, 2018, there have not been any pending or, to Exxxxxx’x knowledge, threatened Actions against the Exxxxxx Contributed Subsidiaries or the Echo Business by or before any Governmental Authority relating to any violations or failures by Exxxxxx and each of its Subsidiaries, including the Exxxxxx Contributed Subsidiaries, to comply with any applicable Employment Laws. The Echo Business and each of the Exxxxxx Contributed Subsidiaries, are, and have been since January 1, 2018, in material compliance with WARN and has no material liabilities or other obligations thereunder, in each case with respect to Echo Business Employees or Former Echo Business Employees.

Employee Benefit Plans and Labor Matters. (a) Section ‎4.17(a4.17(a) of the Exxxxxx Xxxxxxx Disclosure Schedule contains a correct and complete list of each material Echo Business Benefit Plan (it being agreed that employment contracts for non-U.S. employees below the executive level which are consistent in all material respects with the standard forms of employment contracts provided to Aspen prior to the date hereof shall not be required to be listed on Section ‎4.17(a4.17(a) of the Exxxxxx Xxxxxxx Disclosure Schedule) and identifies which such plans are defined benefit pension plans, Exxxxxx Xxxxxxx Assumed Benefit Plans, Exxxxxx Xxxxxxx Contributed Subsidiary Benefit Plans (and which identifies any such Exxxxxx Xxxxxxx Assumed Benefit Plans or Exxxxxx Xxxxxxx Contributed Subsidiary Benefit Plans which are welfare plans that are self-insured) and Exxxxxx Xxxxxxx Retained Benefit Plans. Exxxxxx Xxxxxxx has made available to Aspen copies of each material Exxxxxx Xxxxxxx Assumed Benefit Plan and material Exxxxxx Xxxxxxx Contributed Subsidiary Benefit Plan and all amendments thereto and, if applicable, (i) any related trust, funding agreements or insurance policies, (ii) summary plan description and summaries of material modifications, (iii) the most recent IRS determination letter or foreign equivalent issued by a Governmental Authority, as may be applicable, (iv) actuarial reports and financial statements for the most recently completed fiscal year, (v) the most recent annual report (Form 5500) and all applicable schedules thereto or foreign equivalent, (vi) tax return (Form 990) prepared in connection with any such plan or trust or foreign equivalent, and (vi) all material, non-routine documents and correspondence relating thereto received from or provided to any Governmental Authority during the past year. Notwithstanding the foregoing, Section ‎4.17(a4.17(a) shall not apply to any Echo Business Benefit Plan that is maintained or sponsored by any Governmental Authority. (b) None of the Exxxxxx Xxxxxxx Contributed Subsidiaries (nor any predecessor thereof) (x) sponsors, maintains or contributes to (or is required to contribute to), or has in the past sponsored, maintained or contributed to (or been required to contribute to), and no Exxxxxx Xxxxxxx Assumed Benefit Plan or Exxxxxx Xxxxxxx Contributed Subsidiary Benefit Plan is, a Title IV Plan or a defined benefit pension plan (y) has any, or is reasonably expected to have any, individually or in the aggregate, direct or indirect liability with respect to any Title IV Plan or (z) other than in relation to the Exxxxxx Xxxxxxx U.K. Pension Plan, sponsors, maintains or contributes to or has been an employer in relation to any pension scheme which is not a money purchase pension scheme, as defined under section 181(1) of the United Kingdom Pxxxxxx Xxxxxxx Xxxxxxx Xxx 0000, and other than in relation to the Exxxxxx Xxxxxxx U.K. Pension Plan is not ‘associated with’ or ‘connected with’ such a pension scheme (as those terms are defined under sections 435 and 249 of the United Kingdom Insolvency Act 1986). None of the Exxxxxx Xxxxxxx Contributed Subsidiaries participate in the segregated defined benefit section of the Exxxxxx Xxxxxxx U.K. Pension Plan, or have any liability to the segregated defined benefit section of the plan. None of the Exxxxxx Xxxxxxx Contributed Subsidiaries contributes to or is required to contribute to any multiemployer plan, as defined in Section 3(37) of ERISA. No Exxxxxx Xxxxxxx Contributed Subsidiary has been issued with a restoration order, a contribution notice or financial support direction in relation to the Exxxxxx Xxxxxxx U.K. Pension Plan or any other pension arrangement under section 38, 43 or 52 of the United Kingdom Pensions Act 2004 or the United Kingdom Pxxxxxxx Xxxxxxxx Xxxxxxx Xxx 0000 and there are no circumstances which could give rise to the issue of any such order, notice or direction on any Exxxxxx Xxxxxxx Contributed Subsidiary. No debt or contribution notice has been triggered, or will as a result of the Transactions become due, in relation to any Exxxxxx Xxxxxxx Contributed Subsidiary pursuant to sections 75 or 75A of the United Kingdom Pensions Axx Xxx 0000, sections 103 to 115 of the United Kingdom Pxxxxxxx Xxxxxxxx Xxxxxxx Xxx 0000 or otherwise, and no steps have been taken to commence the winding up of any occupational pension scheme which directly or indirectly might have that consequence. (c) Each Exxxxxx Xxxxxxx Assumed Benefit Plan and Exxxxxx Xxxxxxx Contributed Subsidiary Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or opinion letter from the IRS, or has pending or has time remaining in which to file, an application for such determination from the IRS, and to the knowledge of ExxxxxxXxxxxxx, no circumstances exist that would reasonably be expected to cause such determination or opinion letter being revoked or not issued or reissued. (d) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, an Exxxxxx Xxxxxxx Material Adverse Effect, since January 1, 2018, (i) each Exxxxxx Xxxxxxx Assumed Benefit Plan and Exxxxxx Xxxxxxx Contributed Subsidiary Benefit Plan has been established, funded and maintained in compliance with its terms and Applicable Law (including, to the extent applicable, ERISA and the Code) and with any agreement entered into with a union or labor organization; (ii) there have not been any Actions pending against or involving, or to the knowledge of ExxxxxxXxxxxxx, threatened against or threatened to involve any Exxxxxx Xxxxxxx Assumed Benefit Plan or Exxxxxx Xxxxxxx Contributed Subsidiary Benefit Plan (other than routine claims for benefits); (iii) no events have occurred with respect to any Exxxxxx Xxxxxxx Assumed Benefit Plan or Exxxxxx Xxxxxxx Contributed Subsidiary Benefit Plan that has resulted in, or to Exxxxxx’x Xxxxxxx’x knowledge, would reasonably be expected to result in, the assessment of any excise Taxes or penalties against any of the Exxxxxx Xxxxxxx Contributed Subsidiaries; and (iv) all contributions, premiums and payments that are due to have been made for each Exxxxxx Xxxxxxx Assumed Benefit Plan or Exxxxxx Xxxxxxx Contributed Subsidiary Benefit Plan within the time periods prescribed by the terms of such plan and Applicable Law have been made. (e) Neither the execution of this Agreement nor the consummation of the Transactions will (either alone or together with any other event) (i) entitle any Echo Business Employee, Former Echo Business Employee or current or former individual independent contractor, worker or consultant of the Echo Business to any compensation or benefits (including any bonus, retention or severance pay); (ii) accelerate the time of payment or vesting, or result in any payment or funding (through a grantor trust or otherwise), of any compensation or benefits under, increase the amount payable or result in any other material obligation to or pursuant to, any of the Exxxxxx Xxxxxxx Assumed Benefit Plans or Exxxxxx Xxxxxxx Contributed Subsidiary Benefit Plans; (iii) limit or restrict the right of any Exxxxxx Xxxxxxx Contributed Subsidiary and, after the consummation of the transactions contemplated hereby, Newco, the Surviving Corporation or any of their Subsidiaries, to merge, amend or terminate any of the material Exxxxxx Xxxxxxx Assumed Benefit Plans or Exxxxxx Xxxxxxx Contributed Subsidiary Benefit Plans; or (iv) result in the payment of any amounts that would not be deducible under Section 280G of the Code or result in the payment of any amounts subject to an excise tax under Section 4999 of the Code. (f) None of the Exxxxxx Xxxxxxx Contributed Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any Echo Business Employee or Former Echo Business Employee for any Tax incurred by such individual, including under Section 409A or 4999 of the Code. (g) None of the Exxxxxx Xxxxxxx Contributed Subsidiaries has any material liability in respect of, and no Echo Business Benefit Plan provides or promises, any post-employment or retirement health, medical or hospitalization or similar benefits (whether insured or self-insured) for any Echo Business Employees, Former Echo Business Employee or current or former individual independent contractors, workers or consultants of the Echo Business, except as required under Section 4980B of the Code or other Applicable Law. (h) There has been no amendment to, written interpretation or announcement (whether or not written) by Exxxxxx Xxxxxxx or any of the its Subsidiaries relating to, or change in employee participation or coverage under, an Exxxxxx Xxxxxxx Assumed Benefit Plan or Exxxxxx Xxxxxxx Contributed Subsidiary Benefit Plan which would increase materially the expense of maintaining such Exxxxxx Xxxxxxx Assumed Benefit Plan or Exxxxxx Xxxxxxx Contributed Subsidiary Benefit Plan above the level of the expense incurred in respect thereof for the most recently completed fiscal year. (i) Each Exxxxxx Xxxxxxx International Benefit Plan in relation to the Echo Business (i) has been maintained in compliance with its terms and Applicable Law, (ii) if intended to qualify for special tax treatment, meets all the requirements for such treatment, and (iii) if required, to any extent, to be funded, book-reserved or secured by an insurance policy, is, to the extent so required, funded, book-reserved or secured by an insurance policy, as applicable, based on reasonable actuarial assumptions in accordance with applicable accounting principles, in each case, except as would not reasonably be expected to have, individually or in the aggregate, an Exxxxxx Xxxxxxx Material Adverse Effect. (j) No Echo Business Employee or Former Echo Business Employee has transferred to the employment of Exxxxxx Xxxxxxx or any of the Exxxxxx Xxxxxxx Contributed Subsidiaries with an entitlement to payment of enhanced pension benefits on redundancy or early retirement by reference to employment with Exxxxxx Xxxxxxx or any of the Exxxxxx Xxxxxxx Contributed Subsidiaries or a previous employer and whether under an Exxxxxx Xxxxxxx Assumed Benefit Plan or Exxxxxx Xxxxxxx Contributed Subsidiary Benefit Plan, contract of employment, or another arrangement. (k) Neither Exxxxxx Xxxxxxx (with respect to the Echo Business) nor any of the Exxxxxx Xxxxxxx Contributed Subsidiaries is a party to or subject to, or is currently negotiating in connection with entering into or amending, any collective bargaining agreement or other Contract or understanding with a labor or trade union, works council or similar organization with respect to Echo Business Employees and, to Exxxxxx’x Xxxxxxx’x knowledge, since January 1, 2018, there has not been any organizational campaign, petition or other unionization activity seeking recognition of a collective bargaining unit relating to any Echo Business Employees. Since January 1, 2018, neither Exxxxxx Xxxxxxx nor any of its Subsidiaries has received any written request for recognition from any trade union, or for the establishment of a European Works Council, information and consultation body or any other employee representative body, to be the bargaining representative of any Echo Business Employees or Former Echo Business Employees. There are no material unfair labor practice grievances or complaints pending or, to Exxxxxx’x Xxxxxxx’x knowledge, threatened against the Echo Business or any of the Exxxxxx Xxxxxxx Contributed Subsidiaries before the National Labor Relations Board or any other Governmental Authority or any pending request for union recognition involving Echo Business Employees. There is no, and since January 1, 2018, there has not been any, material labor strike, slowdown or stoppage pending or, to Exxxxxx’x Xxxxxxx’x knowledge, threatened by Echo Business Employees or Former Echo Business Employees against any Exxxxxx Xxxxxxx Contributed Subsidiary or the Echo Business. (l) The consent or consultation of, or the rendering of formal advice by, any labor or trade union, works council (including European Works Council) or other employee representative body is not required for Exxxxxx Xxxxxxx to enter into this Agreement or to consummate any of the transactions contemplated hereby. (m) Since January 1, 2018, Exxxxxx Xxxxxxx and each of its Subsidiaries, including the Exxxxxx Xxxxxxx Contributed Subsidiaries, has been in compliance with all applicable Employment Laws with respect to Echo Business Employees, Former Echo Business Employees and individual independent contractors, workers and consultants of the Echo Business, except for failures to comply or violations that would not reasonably be expected to have, individually or in the aggregate, an Exxxxxx Xxxxxxx Material Adverse Effect. Except as, individually or in the aggregate, would not reasonably be expected to have an Exxxxxx Xxxxxxx Material Adverse Effect, since January 1, 2018, there have not been any pending or, to Exxxxxx’x Xxxxxxx’x knowledge, threatened Actions against the Exxxxxx Xxxxxxx Contributed Subsidiaries or the Echo Business by or before any Governmental Authority relating to any violations or failures by Exxxxxx Xxxxxxx and each of its Subsidiaries, including the Exxxxxx Xxxxxxx Contributed Subsidiaries, to comply with any applicable Employment Laws. The Echo Business and each of the Exxxxxx Xxxxxxx Contributed Subsidiaries, are, and have been since January 1, 2018, in material compliance with WARN and has no material liabilities or other obligations thereunder, in each case with respect to Echo Business Employees or Former Echo Business Employees.

Employee Benefit Plans and Labor Matters. (a) Section ‎4.17(a) of the Exxxxxx The VoiceStream Disclosure Schedule contains a correct true and complete list list, as of the date hereof, of all VoiceStream Employee Plans and all VoiceStream Benefit Arrangements. Copies of each material Echo Business Benefit Plan (it being agreed that employment contracts for non-U.S. employees below the executive level which are consistent in all material respects with the standard forms of employment contracts provided to Aspen prior to the date hereof shall not be required to be listed on Section ‎4.17(a) of the Exxxxxx Disclosure Schedule) and identifies which such plans are defined benefit pension plans, Exxxxxx Assumed Benefit Plans, Exxxxxx Contributed Subsidiary Benefit Plans (and which identifies any such Exxxxxx Assumed Benefit Plans or Exxxxxx Contributed Subsidiary Benefit Plans which are welfare plans that are self-insured) and Exxxxxx Retained Benefit Plans. Exxxxxx has made available to Aspen copies of each material Exxxxxx Assumed Benefit VoiceStream Employee Plan and material Exxxxxx Contributed Subsidiary each VoiceStream Benefit Plan and all amendments thereto Arrangement (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof have been made available to Omnipoint as of the date hereof or will have been made available to Omnipoint within thirty days after the date hereof, together with the three most recent annual reports (iForm 5500 including, if applicable, Schedule B thereto) any related trust, funding agreements or insurance policies, (ii) summary plan description and summaries of material modifications, (iii) the most recent IRS determination letter or foreign equivalent issued by a Governmental Authority, as may be applicable, (iv) actuarial reports and financial statements for the most recently completed fiscal year, (v) the most recent annual valuation report (Form 5500) and all applicable schedules thereto or foreign equivalent, (vi) tax return (Form 990) prepared in connection with any such plan or trust or foreign equivalent, and (vi) all material, non-routine documents and correspondence relating thereto received from or provided to any Governmental Authority during the past year. Notwithstanding the foregoing, Section ‎4.17(a) shall not apply to any Echo Business Benefit Plan that is maintained or sponsored by any Governmental AuthorityVoiceStream Employee Plan. (b) None No "accumulated funding deficiency," as defined in Section 412 of the Exxxxxx Contributed Subsidiaries (nor any predecessor thereof) (x) sponsorsCode, maintains or contributes to (or is required to contribute to), or has in the past sponsored, maintained or contributed to (or been required to contribute to), and no Exxxxxx Assumed Benefit Plan or Exxxxxx Contributed Subsidiary Benefit Plan is, a Title IV Plan or a defined benefit pension plan (y) has any, or is reasonably expected to have any, individually or in the aggregate, direct or indirect liability incurred with respect to any Title IV VoiceStream Employee Plan subject to such Section 412, whether or (z) other than in relation to the Exxxxxx U.K. Pension Plan, sponsors, maintains or contributes to or has been an employer in relation to any pension scheme which is not a money purchase pension scheme, as defined under section 181(1) of the United Kingdom Pxxxxxx Xxxxxxx Xxx 0000, and other than in relation to the Exxxxxx U.K. Pension Plan is not ‘associated with’ or ‘connected with’ such a pension scheme (as those terms are defined under sections 435 and 249 of the United Kingdom Insolvency Act 1986). None of the Exxxxxx Contributed Subsidiaries participate in the segregated defined benefit section of the Exxxxxx U.K. Pension Plan, or have any liability to the segregated defined benefit section of the plan. None of the Exxxxxx Contributed Subsidiaries contributes to or is required to contribute to any multiemployer plan, as defined in Section 3(37) of ERISAwaived. No Exxxxxx Contributed Subsidiary has "reportable event" within the meaning of Section 4043 of ERISA for which the reporting requirements have not been issued with a restoration order, a contribution notice or financial support direction in relation to the Exxxxxx U.K. Pension Plan or any other pension arrangement under section 38, 43 or 52 of the United Kingdom Pensions Act 2004 or the United Kingdom Pxxxxxxx Xxxxxxx Xxx 0000 and there are no circumstances which could give rise to the issue of any such order, notice or direction on any Exxxxxx Contributed Subsidiary. No debt or contribution notice has been triggered, or will as a result of the Transactions become due, in relation to any Exxxxxx Contributed Subsidiary pursuant to sections 75 or 75A of the United Kingdom Pensions Axx 0000, sections 103 to 115 of the United Kingdom Pxxxxxxx Xxxxxxx Xxx 0000 or otherwisewaived, and no steps have been taken event described in Section 4062 or 4063 of ERISA has occurred in connection with any VoiceStream Employee Plan. Neither VoiceStream nor to commence VoiceStream's knowledge any ERISA Affiliate of VoiceStream has (i) engaged in, or is a successor or parent corporation to an entity that has engaged in, a transaction described in Sections 4069 or 4212(c) of ERISA or (ii) incurred, or reasonably expects to incur prior to the winding up Effective Time (A) any liability under Title IV of ERISA arising in connection with the termination of, or a complete or partial withdrawal from, any occupational pension scheme which directly plan covered or indirectly might have previously covered by Title IV of ERISA or (B) any liability under Section 4971 of 47 the Code that consequencein either case could become a liability of VoiceStream, any VoiceStream Subsidiary, Omnipoint or any of their ERISA Affiliates after the Effective Time. If a "complete withdrawal" by VoiceStream and all of its ERISA Affiliates were to occur as of the Effective Time with respect to all Multiemployer Plans, neither of VoiceStream, nor any VoiceStream Subsidiary would incur any withdrawal liability under Title IV of ERISA. (c) As of December 31, 1998, the fair market value of the assets of each VoiceStream Pension Plan (excluding for these purposes any accrued but unpaid contributions) exceeded the present value of all benefits accrued under such VoiceStream Pension Plan calculated pursuant to FAS No. 87, "Employers' Accounting for Pensions." (d) Each Exxxxxx Assumed Benefit Plan and Exxxxxx Contributed Subsidiary Benefit VoiceStream Employee Plan that is intended to be qualified under Section 401(a) of the Code has received is the subject of a favorable qualification determination or opinion letter from issued by the IRS, or has pending or has time remaining in which to file, an application for such determination from the IRS, IRS and to the VoiceStream's knowledge of Exxxxxx, no circumstances exist that would reasonably be expected to cause each such determination or opinion letter being revoked or not issued or reissuedVoiceStream Employee Plan is so qualified. (de) Except as has not had and would not reasonably be expected to haveThere is no contract, plan or arrangement (written or otherwise) covering any employee or former employee of VoiceStream or any VoiceStream Subsidiary that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to the terms of Sections 162(m) or 280G of the Code. (f) As of December 31, 1998, there are no accumulated post-retirement benefit obligations under any of the VoiceStream Employee Plans and VoiceStream Benefit Arrangements as determined in the aggregate, an Exxxxxx Material Adverse Effect, since January 1, 2018, accordance with Statement of Financial Accounting Standards No. 106. (ig) each Exxxxxx Assumed Benefit Each VoiceStream Employee Plan and Exxxxxx Contributed Subsidiary each VoiceStream Benefit Plan Arrangement has been established, funded and maintained in material compliance with its terms and Applicable Law with the requirements prescribed by any and all applicable statutes, orders, rules and regulations (including, including any special provisions relating to the extent applicable, ERISA and the Coderegistration or qualification where such Plan was intended so to be so registered or qualified) and has been maintained in good standing with any agreement entered into with a union or labor organization; (ii) there have not been any Actions pending against or involving, or to the knowledge of Exxxxxx, threatened against or threatened to involve any Exxxxxx Assumed Benefit Plan or Exxxxxx Contributed Subsidiary Benefit Plan (other than routine claims for benefits); (iii) no events have occurred with respect to any Exxxxxx Assumed Benefit Plan or Exxxxxx Contributed Subsidiary Benefit Plan that has resulted in, or to Exxxxxx’x knowledge, would reasonably be expected to result in, the assessment of any excise Taxes or penalties against any of the Exxxxxx Contributed Subsidiaries; and (iv) all contributions, premiums and payments that are due to have been made for each Exxxxxx Assumed Benefit Plan or Exxxxxx Contributed Subsidiary Benefit Plan within the time periods prescribed by the terms of such plan and Applicable Law have been madeapplicable regulatory authorities. (eh) Neither the execution No employee or former employee of this Agreement nor the consummation VoiceStream or any VoiceStream Subsidiary will become entitled to any bonus, retirement, severance, job security or similar benefit or enhancement of such benefit (including acceleration of vesting or exercise of an incentive award) as a result of the Transactions will (either alone or together with any other event) (i) entitle any Echo Business Employee, Former Echo Business Employee or current or former individual independent contractor, worker or consultant of the Echo Business to any compensation or benefits (including any bonus, retention or severance pay); (ii) accelerate the time of payment or vesting, or result in any payment or funding (through a grantor trust or otherwise), of any compensation or benefits under, increase the amount payable or result in any other material obligation to or pursuant to, any of the Exxxxxx Assumed Benefit Plans or Exxxxxx Contributed Subsidiary Benefit Plans; (iii) limit or restrict the right of any Exxxxxx Contributed Subsidiary and, after the consummation of the transactions contemplated hereby, Newco, the Surviving Corporation or any of their Subsidiaries, to merge, amend or terminate any of the material Exxxxxx Assumed Benefit Plans or Exxxxxx Contributed Subsidiary Benefit Plans; or (iv) result in the payment of any amounts that would not be deducible under Section 280G of the Code or result in the payment of any amounts subject to an excise tax under Section 4999 of the Code. (f) None of the Exxxxxx Contributed Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any Echo Business Employee or Former Echo Business Employee for any Tax incurred by such individual, including under Section 409A or 4999 of the Code. (g) None of the Exxxxxx Contributed Subsidiaries has any material liability in respect of, and no Echo Business Benefit Plan provides or promises, any post-employment or retirement health, medical or hospitalization or similar benefits (whether insured or self-insured) for any Echo Business Employees, Former Echo Business Employee or current or former individual independent contractors, workers or consultants of the Echo Business, except as required under Section 4980B of the Code or other Applicable Law. (h) There has been no amendment to, written interpretation or announcement (whether or not written) by Exxxxxx or any of the its Subsidiaries relating to, or change in employee participation or coverage under, an Exxxxxx Assumed Benefit Plan or Exxxxxx Contributed Subsidiary Benefit Plan which would increase materially the expense of maintaining such Exxxxxx Assumed Benefit Plan or Exxxxxx Contributed Subsidiary Benefit Plan above the level of the expense incurred in respect thereof for the most recently completed fiscal year. (i) Each Exxxxxx International Benefit Plan in relation to the Echo Business (i) has been maintained in compliance with its terms and Applicable Law, (ii) if intended to qualify for special tax treatment, meets all the requirements for such treatment, and (iii) if required, to any extent, to be funded, book-reserved or secured by an insurance policy, is, to the extent so required, funded, book-reserved or secured by an insurance policy, as applicable, based on reasonable actuarial assumptions in accordance with applicable accounting principles, in each case, except as would not reasonably be expected to have, individually or in the aggregate, an Exxxxxx Material Adverse Effect. (j) No Echo Business Employee or Former Echo Business Employee has transferred to the employment of Exxxxxx or any of the Exxxxxx Contributed Subsidiaries with an entitlement to payment of enhanced pension benefits on redundancy or early retirement by reference to employment with Exxxxxx or any of the Exxxxxx Contributed Subsidiaries or a previous employer and whether under an Exxxxxx Assumed Benefit Plan or Exxxxxx Contributed Subsidiary Benefit Plan, contract of employment, or another arrangement. (k) Neither Exxxxxx (with respect to the Echo Business) VoiceStream nor any of the Exxxxxx Contributed VoiceStream Subsidiaries is is, or has been, a party to or subject to, or is currently negotiating in connection with entering into or amending, any collective bargaining agreement or other Contract or understanding with a labor or trade union, works council or similar organization with respect to Echo Business Employees and, to Exxxxxx’x knowledge, since January 1, 2018, there has not been any organizational campaign, petition or other unionization activity seeking recognition of a collective bargaining unit relating to any Echo Business Employeesunion contract. Since January 1, 2018, neither Exxxxxx Neither VoiceStream nor any of its the VoiceStream Subsidiaries has received is involved in or threatened with any written request for recognition from any trade unionlabor dispute, or for the establishment of a European Works Councilwork stoppage, information and consultation body or any other employee representative body, to be the bargaining representative of any Echo Business Employees or Former Echo Business Employees. There are no material unfair labor practice grievances or complaints pending or, to Exxxxxx’x knowledge, threatened against the Echo Business or any of the Exxxxxx Contributed Subsidiaries before the National Labor Relations Board or any other Governmental Authority or any pending request for union recognition involving Echo Business Employees. There is no, and since January 1, 2018, there has not been any, material labor strike, slowdown or stoppage pending orgrievance. To the knowledge of VoiceStream, there is no 48 organizing effort or representation question at issue with respect to Exxxxxx’x knowledge, threatened by Echo Business Employees any employee of VoiceStream or Former Echo Business Employees against any Exxxxxx Contributed Subsidiary or the Echo Business. (l) The consent or consultation of, or the rendering of formal advice by, any labor or trade union, works council (including European Works Council) or other employee representative body is not required for Exxxxxx to enter into this Agreement or to consummate any of the transactions contemplated herebyVoiceStream Subsidiaries. (m) Since January 1, 2018, Exxxxxx and each of its Subsidiaries, including the Exxxxxx Contributed Subsidiaries, has been in compliance with all applicable Employment Laws with respect to Echo Business Employees, Former Echo Business Employees and individual independent contractors, workers and consultants of the Echo Business, except for failures to comply or violations that would not reasonably be expected to have, individually or in the aggregate, an Exxxxxx Material Adverse Effect. Except as, individually or in the aggregate, would not reasonably be expected to have an Exxxxxx Material Adverse Effect, since January 1, 2018, there have not been any pending or, to Exxxxxx’x knowledge, threatened Actions against the Exxxxxx Contributed Subsidiaries or the Echo Business by or before any Governmental Authority relating to any violations or failures by Exxxxxx and each of its Subsidiaries, including the Exxxxxx Contributed Subsidiaries, to comply with any applicable Employment Laws. The Echo Business and each of the Exxxxxx Contributed Subsidiaries, are, and have been since January 1, 2018, in material compliance with WARN and has no material liabilities or other obligations thereunder, in each case with respect to Echo Business Employees or Former Echo Business Employees.

Employee Benefit Plans and Labor Matters. (a) Section ‎4.17(a) of the Exxxxxx The VoiceStream Disclosure Schedule contains a correct true and complete list list, as of the date hereof, of all VoiceStream Employee Plans and all VoiceStream Benefit Arrangements. Copies of each material Echo Business Benefit Plan (it being agreed that employment contracts for non-U.S. employees below the executive level which are consistent in all material respects with the standard forms of employment contracts provided to Aspen prior to the date hereof shall not be required to be listed on Section ‎4.17(a) of the Exxxxxx Disclosure Schedule) and identifies which such plans are defined benefit pension plans, Exxxxxx Assumed Benefit Plans, Exxxxxx Contributed Subsidiary Benefit Plans (and which identifies any such Exxxxxx Assumed Benefit Plans or Exxxxxx Contributed Subsidiary Benefit Plans which are welfare plans that are self-insured) and Exxxxxx Retained Benefit Plans. Exxxxxx has made available to Aspen copies of each material Exxxxxx Assumed Benefit VoiceStream Employee Plan and material Exxxxxx Contributed Subsidiary each VoiceStream Benefit Plan and all amendments thereto Arrangement (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof have been made available to Omnipoint as of the date hereof or will have been made available to Omnipoint within thirty days after the date hereof, together with the three most recent annual reports (iForm 5500 including, if applicable, Schedule B thereto) any related trust, funding agreements or insurance policies, (ii) summary plan description and summaries of material modifications, (iii) the most recent IRS determination letter or foreign equivalent issued by a Governmental Authority, as may be applicable, (iv) actuarial reports and financial statements for the most recently completed fiscal year, (v) the most recent annual valuation report (Form 5500) and all applicable schedules thereto or foreign equivalent, (vi) tax return (Form 990) prepared in connection with any such plan or trust or foreign equivalent, and (vi) all material, non-routine documents and correspondence relating thereto received from or provided to any Governmental Authority during the past year. Notwithstanding the foregoing, Section ‎4.17(a) shall not apply to any Echo Business Benefit Plan that is maintained or sponsored by any Governmental AuthorityVoiceStream Employee Plan. (b) None No "accumulated funding deficiency," as defined in Section 412 of the Exxxxxx Contributed Subsidiaries (nor any predecessor thereof) (x) sponsorsCode, maintains or contributes to (or is required to contribute to), or has in the past sponsored, maintained or contributed to (or been required to contribute to), and no Exxxxxx Assumed Benefit Plan or Exxxxxx Contributed Subsidiary Benefit Plan is, a Title IV Plan or a defined benefit pension plan (y) has any, or is reasonably expected to have any, individually or in the aggregate, direct or indirect liability incurred with respect to any Title IV VoiceStream Employee Plan subject to such Section 412, whether or (z) other than in relation to the Exxxxxx U.K. Pension Plan, sponsors, maintains or contributes to or has been an employer in relation to any pension scheme which is not a money purchase pension scheme, as defined under section 181(1) of the United Kingdom Pxxxxxx Xxxxxxx Xxx 0000, and other than in relation to the Exxxxxx U.K. Pension Plan is not ‘associated with’ or ‘connected with’ such a pension scheme (as those terms are defined under sections 435 and 249 of the United Kingdom Insolvency Act 1986). None of the Exxxxxx Contributed Subsidiaries participate in the segregated defined benefit section of the Exxxxxx U.K. Pension Plan, or have any liability to the segregated defined benefit section of the plan. None of the Exxxxxx Contributed Subsidiaries contributes to or is required to contribute to any multiemployer plan, as defined in Section 3(37) of ERISAwaived. No Exxxxxx Contributed Subsidiary has "reportable event" within the meaning of Section 4043 of ERISA for which the reporting requirements have not been issued with a restoration order, a contribution notice or financial support direction in relation to the Exxxxxx U.K. Pension Plan or any other pension arrangement under section 38, 43 or 52 of the United Kingdom Pensions Act 2004 or the United Kingdom Pxxxxxxx Xxxxxxx Xxx 0000 and there are no circumstances which could give rise to the issue of any such order, notice or direction on any Exxxxxx Contributed Subsidiary. No debt or contribution notice has been triggered, or will as a result of the Transactions become due, in relation to any Exxxxxx Contributed Subsidiary pursuant to sections 75 or 75A of the United Kingdom Pensions Axx 0000, sections 103 to 115 of the United Kingdom Pxxxxxxx Xxxxxxx Xxx 0000 or otherwisewaived, and no steps have been taken event described in Section 4062 or 4063 of ERISA has occurred in connection with any VoiceStream Employee Plan. Neither VoiceStream nor to commence VoiceStream's knowledge any ERISA Affiliate of VoiceStream has (i) engaged in, or is a successor or parent corporation to an entity that has engaged in, a transaction described in Sections 4069 or 4212(c) of ERISA or (ii) incurred, or reasonably expects to incur prior to the winding up Effective Time (A) any liability under Title IV of ERISA arising in connection with the termination of, or a complete or partial withdrawal from, any occupational pension scheme which directly plan covered or indirectly might have previously covered by Title IV of ERISA or (B) any liability under Section 4971 of the Code that consequencein either case could become a liability of VoiceStream, any VoiceStream Subsidiary, Omnipoint or any of their ERISA Affiliates after the Effective Time. If a "complete withdrawal" by VoiceStream and all of its ERISA Affiliates were to occur as of the Effective Time with respect to all Multiemployer Plans, neither of VoiceStream, nor any VoiceStream Subsidiary would incur any withdrawal liability under Title IV of ERISA. (c) As of December 31, 1998, the fair market value of the assets of each VoiceStream Pension Plan (excluding for these purposes any accrued but unpaid contributions) exceeded the present value of all benefits accrued under such VoiceStream Pension Plan calculated pursuant to FAS No. 87, "Employers' Accounting for Pensions." (d) Each Exxxxxx Assumed Benefit Plan and Exxxxxx Contributed Subsidiary Benefit VoiceStream Employee Plan that is intended to be qualified under Section 401(a) of the Code has received is the subject of a favorable qualification determination or opinion letter from issued by the IRS, or has pending or has time remaining in which to file, an application for such determination from the IRS, IRS and to the VoiceStream's knowledge of Exxxxxx, no circumstances exist that would reasonably be expected to cause each such determination or opinion letter being revoked or not issued or reissuedVoiceStream Employee Plan is so qualified. (de) Except as has not had and would not reasonably be expected to haveThere is no contract, plan or arrangement (written or otherwise) covering any employee or former employee of VoiceStream or any VoiceStream Subsidiary that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to the terms of Sections 162(m) or 280G of the Code. (f) As of December 31, 1998, there are no accumulated post-retirement benefit obligations under any of the VoiceStream Employee Plans and VoiceStream Benefit Arrangements as determined in the aggregate, an Exxxxxx Material Adverse Effect, since January 1, 2018, accordance with Statement of Financial Accounting Standards No. 106. (ig) each Exxxxxx Assumed Benefit Each VoiceStream Employee Plan and Exxxxxx Contributed Subsidiary each VoiceStream Benefit Plan Arrangement has been established, funded and maintained in material compliance with its terms and Applicable Law with the requirements prescribed by any and all applicable statutes, orders, rules and regulations (including, including any special provisions relating to the extent applicable, ERISA and the Coderegistration or qualification where such Plan was intended so to be so registered or qualified) and has been maintained in good standing with any agreement entered into with a union or labor organization; (ii) there have not been any Actions pending against or involving, or to the knowledge of Exxxxxx, threatened against or threatened to involve any Exxxxxx Assumed Benefit Plan or Exxxxxx Contributed Subsidiary Benefit Plan (other than routine claims for benefits); (iii) no events have occurred with respect to any Exxxxxx Assumed Benefit Plan or Exxxxxx Contributed Subsidiary Benefit Plan that has resulted in, or to Exxxxxx’x knowledge, would reasonably be expected to result in, the assessment of any excise Taxes or penalties against any of the Exxxxxx Contributed Subsidiaries; and (iv) all contributions, premiums and payments that are due to have been made for each Exxxxxx Assumed Benefit Plan or Exxxxxx Contributed Subsidiary Benefit Plan within the time periods prescribed by the terms of such plan and Applicable Law have been madeapplicable regulatory authorities. (eh) Neither the execution No employee or former employee of this Agreement nor the consummation VoiceStream or any VoiceStream Subsidiary will become entitled to any bonus, retirement, severance, job security or similar benefit or enhancement of such benefit (including acceleration of vesting or exercise of an incentive award) as a result of the Transactions will (either alone or together with any other event) (i) entitle any Echo Business Employee, Former Echo Business Employee or current or former individual independent contractor, worker or consultant of the Echo Business to any compensation or benefits (including any bonus, retention or severance pay); (ii) accelerate the time of payment or vesting, or result in any payment or funding (through a grantor trust or otherwise), of any compensation or benefits under, increase the amount payable or result in any other material obligation to or pursuant to, any of the Exxxxxx Assumed Benefit Plans or Exxxxxx Contributed Subsidiary Benefit Plans; (iii) limit or restrict the right of any Exxxxxx Contributed Subsidiary and, after the consummation of the transactions contemplated hereby, Newco, the Surviving Corporation or any of their Subsidiaries, to merge, amend or terminate any of the material Exxxxxx Assumed Benefit Plans or Exxxxxx Contributed Subsidiary Benefit Plans; or (iv) result in the payment of any amounts that would not be deducible under Section 280G of the Code or result in the payment of any amounts subject to an excise tax under Section 4999 of the Code. (f) None of the Exxxxxx Contributed Subsidiaries has any obligation to gross-up, indemnify or otherwise reimburse any Echo Business Employee or Former Echo Business Employee for any Tax incurred by such individual, including under Section 409A or 4999 of the Code. (g) None of the Exxxxxx Contributed Subsidiaries has any material liability in respect of, and no Echo Business Benefit Plan provides or promises, any post-employment or retirement health, medical or hospitalization or similar benefits (whether insured or self-insured) for any Echo Business Employees, Former Echo Business Employee or current or former individual independent contractors, workers or consultants of the Echo Business, except as required under Section 4980B of the Code or other Applicable Law. (h) There has been no amendment to, written interpretation or announcement (whether or not written) by Exxxxxx or any of the its Subsidiaries relating to, or change in employee participation or coverage under, an Exxxxxx Assumed Benefit Plan or Exxxxxx Contributed Subsidiary Benefit Plan which would increase materially the expense of maintaining such Exxxxxx Assumed Benefit Plan or Exxxxxx Contributed Subsidiary Benefit Plan above the level of the expense incurred in respect thereof for the most recently completed fiscal year. (i) Each Exxxxxx International Benefit Plan in relation to the Echo Business (i) has been maintained in compliance with its terms and Applicable Law, (ii) if intended to qualify for special tax treatment, meets all the requirements for such treatment, and (iii) if required, to any extent, to be funded, book-reserved or secured by an insurance policy, is, to the extent so required, funded, book-reserved or secured by an insurance policy, as applicable, based on reasonable actuarial assumptions in accordance with applicable accounting principles, in each case, except as would not reasonably be expected to have, individually or in the aggregate, an Exxxxxx Material Adverse Effect. (j) No Echo Business Employee or Former Echo Business Employee has transferred to the employment of Exxxxxx or any of the Exxxxxx Contributed Subsidiaries with an entitlement to payment of enhanced pension benefits on redundancy or early retirement by reference to employment with Exxxxxx or any of the Exxxxxx Contributed Subsidiaries or a previous employer and whether under an Exxxxxx Assumed Benefit Plan or Exxxxxx Contributed Subsidiary Benefit Plan, contract of employment, or another arrangement. (k) Neither Exxxxxx (with respect to the Echo Business) VoiceStream nor any of the Exxxxxx Contributed VoiceStream Subsidiaries is is, or has been, a party to or subject to, or is currently negotiating in connection with entering into or amending, any collective bargaining agreement or other Contract or understanding with a labor or trade union, works council or similar organization with respect to Echo Business Employees and, to Exxxxxx’x knowledge, since January 1, 2018, there has not been any organizational campaign, petition or other unionization activity seeking recognition of a collective bargaining unit relating to any Echo Business Employeesunion contract. Since January 1, 2018, neither Exxxxxx Neither VoiceStream nor any of its the VoiceStream Subsidiaries has received is involved in or threatened with any written request for recognition from any trade unionlabor dispute, or for the establishment of a European Works Councilwork stoppage, information and consultation body or any other employee representative body, to be the bargaining representative of any Echo Business Employees or Former Echo Business Employees. There are no material unfair labor practice grievances or complaints pending or, to Exxxxxx’x knowledge, threatened against the Echo Business or any of the Exxxxxx Contributed Subsidiaries before the National Labor Relations Board or any other Governmental Authority or any pending request for union recognition involving Echo Business Employees. There is no, and since January 1, 2018, there has not been any, material labor strike, slowdown or stoppage pending orgrievance. To the knowledge of VoiceStream, there is no organizing effort or representation question at issue with respect to Exxxxxx’x knowledge, threatened by Echo Business Employees any employee of VoiceStream or Former Echo Business Employees against any Exxxxxx Contributed Subsidiary or the Echo Business. (l) The consent or consultation of, or the rendering of formal advice by, any labor or trade union, works council (including European Works Council) or other employee representative body is not required for Exxxxxx to enter into this Agreement or to consummate any of the transactions contemplated herebyVoiceStream Subsidiaries. (m) Since January 1, 2018, Exxxxxx and each of its Subsidiaries, including the Exxxxxx Contributed Subsidiaries, has been in compliance with all applicable Employment Laws with respect to Echo Business Employees, Former Echo Business Employees and individual independent contractors, workers and consultants of the Echo Business, except for failures to comply or violations that would not reasonably be expected to have, individually or in the aggregate, an Exxxxxx Material Adverse Effect. Except as, individually or in the aggregate, would not reasonably be expected to have an Exxxxxx Material Adverse Effect, since January 1, 2018, there have not been any pending or, to Exxxxxx’x knowledge, threatened Actions against the Exxxxxx Contributed Subsidiaries or the Echo Business by or before any Governmental Authority relating to any violations or failures by Exxxxxx and each of its Subsidiaries, including the Exxxxxx Contributed Subsidiaries, to comply with any applicable Employment Laws. The Echo Business and each of the Exxxxxx Contributed Subsidiaries, are, and have been since January 1, 2018, in material compliance with WARN and has no material liabilities or other obligations thereunder, in each case with respect to Echo Business Employees or Former Echo Business Employees.