Common use of Employee Benefits Plans Clause in Contracts

Employee Benefits Plans. (a) Schedule 4.13(a) lists each “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) and any other material employee benefit plan or agreement sponsored and maintained by any Latisys Company for the benefit of any Business Employee (including their eligible dependents and beneficiaries) (each, a “Company Benefit Plan”). Each Latisys Company has made available to Purchaser correct and complete copies of (i) each Company Benefit Plan (or, in the case of any such Company Benefit Plan that is unwritten, descriptions thereof), (ii) the most recent annual reports on Form 5500 required to be filed with the IRS with respect to each Company Benefit Plan (if any such report was required), (iii) the most recent summary plan description for each Company Benefit Plan for which such summary plan description is required and (iv) each trust agreement and insurance or group annuity contract relating to any Company Benefit Plan. Each Company Benefit Plan has been administered in all respects in accordance with its terms and the applicable provisions of ERISA, the Code and all other applicable Laws, except for any noncompliance that would not reasonably be expected to have a Material Adverse Effect, and the Latisys Companies have performed and complied in all material respects with all of their obligations under or with respect to each Company Benefit Plan.

Employee Benefits Plans. (a) Section 5.13(a) of the Company Disclosure Schedule 4.13(a) lists each material “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) and any each other material bonus, stock option, stock purchase, incentive, deferred compensation, fringe benefit, employment agreement or employee benefit plan or agreement sponsored and maintained by program which the Company or any Latisys of its Subsidiaries sponsors or maintains, to which the Company for or any of its Subsidiaries is required to contribute or has contributed, or under which the benefit Company or any of its Subsidiaries has or may have any Business Employee (including their eligible dependents and beneficiaries) liability (each, a “Company Benefit Plan”). Each Latisys The Company has made available to Purchaser Parent true, correct and complete copies (other than with respect to a multiemployer plan) of (i) each Company Benefit Plan (or, in the case of any such Company Benefit Plan that is unwritten, descriptions thereof), (ii) the most recent annual reports on Form 5500 required to be filed with the IRS with respect to each Company Benefit Plan (if any such report was required), (iii) the most recent summary plan description for each Company Benefit Plan for which such summary plan description is required and (iv) each trust agreement and insurance or group annuity contract and any other funding instrument relating to any Company Benefit Plan. Each The Company Benefit Plan has been administered Plans are all in all respects in accordance compliance with its their terms and the applicable provisions of ERISA, the Code and all other applicable Laws, except for any noncompliance that would not not, individually or in the aggregate, have, or reasonably be expected to have have, a Material Adverse Effect, and the Latisys Companies have performed and complied in all material respects with all of their obligations under or with respect to each Company Benefit Plan.

Employee Benefits Plans. (a) Schedule 4.13(a5.15(a) lists each “"employee benefit plan” " (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”")) and any other material pension, profit sharing, bonus, incentive compensation, stock ownership, stock purchase, stock appreciation, severance, retirement, disability, health care, sick leave, dental, life insurance, accident insurance, vacation, death benefit, severance, employee benefit plan welfare, group insurance or agreement sponsored and maintained by any Latisys Company other employee plan, program, arrangement, policy or Contract which is provided to, for the benefit of, or relate to current or former employees or directors of the Company or any Business Employee (including their eligible dependents and beneficiaries) thereof (each, a “"Company Benefit Plan”"). Each Latisys The Company has made available to Purchaser true, correct and complete copies of (i) each Company Benefit Plan (or, in the case of any such Company Benefit Plan that is unwritten, descriptions thereof), (ii) the three most recent annual reports on Form 5500 required to be filed with the IRS with respect to each Company Benefit Plan (if any such report was required), (iii) the most recent summary plan description for each Company Benefit Plan for which such summary plan description is required and (iv) each trust agreement and insurance or group annuity contract relating to any Company Benefit Plan. Each Company Benefit Plan maintained, contributed to or required to be contributed to by the Company has been administered in all material respects in accordance with its terms and, if applicable, the terms of its summary plan description. The Company and all the Company Benefit Plans are all in compliance in all material respects with the applicable provisions of ERISA, the Code and all other applicable Laws. The Company is the sole sponsor of the Company Benefit Plans to which it contributes, except for sponsors, or owes liability. Except as set forth in Schedule 5.15(a), the Company can terminate each Company Benefit Plan without payment of any noncompliance that would not reasonably be expected to have a Material Adverse Effect, and the Latisys Companies have performed and complied in all material respects with all additional compensation or other amount or any additional vesting or acceleration of their obligations any benefits provided under or with respect to each any such Company Benefit Plan.

Employee Benefits Plans. (a) Schedule 4.13(aSection 4.15(a) of the Disclosure Schedules lists each material “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) and any each other material bonus, stock option, golden parachute, retirement, retention, change of control, termination, severance, enhanced benefit arrangement, stock purchase, incentive, deferred compensation, fringe benefit, employment agreement or employee benefit plan or agreement sponsored and maintained by program which the Company or any Latisys of its Subsidiaries sponsors or maintains, to which the Company for or any of its Subsidiaries is required to contribute or has contributed, or under which the benefit Company or any of its Subsidiaries has or may have any Business Employee (including their eligible dependents and beneficiaries) liability (each, a “Company Benefit Plan”). Each Latisys The Company has made available to the Purchaser true, correct and complete copies of (i) each Company Benefit Plan (or, in the case of any such Company Benefit Plan that is unwritten, descriptions thereof), (ii) the most recent annual reports on Form 5500 required to be filed with the IRS Internal Revenue Service with respect to each Company Benefit Plan (if any such report was required), (iii) the most recent summary plan description for each Company Benefit Plan for which such summary plan description is required and (iv) each trust agreement and insurance or group annuity contract and any other funding instrument relating to any Company Benefit Plan. Each The Company Benefit Plan has been administered Plans are all in all respects in accordance material compliance with its their terms and the applicable provisions of ERISA, the Code and all other applicable Laws, except for any noncompliance that would not reasonably be expected to have a Material Adverse Effect, and the Latisys Companies have performed and complied in all material respects with all of their obligations under or with respect to each Company Benefit Plan.

Employee Benefits Plans. (a) Schedule 4.13(a4.14(a) lists each “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) and any other material employee benefit plan plan, program, policy, agreement or arrangement (other than any plan, program, policy, agreement sponsored and or arrangement required to be maintained by Law), whether or not subject to ERISA, maintained, sponsored or contributed to by the Company or any Latisys of the Subsidiaries or with respect to which the Company or any of the Subsidiaries has any obligation to maintain, sponsor or contribute in each case for the benefit of current or former employees, directors or consultants or with respect to which the Company or any Business Employee (including their eligible dependents and beneficiaries) of the Subsidiaries has any direct or indirect liability, whether contingent or otherwise (each, a “Company Benefit Plan”). Each Latisys The Company has made available to Purchaser Buyer correct and complete copies of of: (i) each Company Benefit Plan (or, in the case of any such Company Benefit Plan that is unwritten, descriptions thereof), ; (ii) the most recent annual reports on Form 5500 required to be filed with the IRS with respect to each Company Benefit Plan (if any such report was required), ; (iii) the most recent summary plan description for each Company Benefit Plan for which such summary plan description is required required; and (iv) each trust agreement and insurance or group annuity contract relating to any Company Benefit Plan. Each Company Benefit Plan has been established, administered and maintained in all respects in accordance with its terms and the applicable provisions of ERISA, the Code and all other applicable Laws, except for any noncompliance that would not reasonably be expected to have a Material Adverse Effect, and the Latisys Companies have performed and complied compliance in all material respects with its terms and with all of their obligations under or with respect to each Company Benefit Planapplicable Laws, including ERISA and the Code.

Employee Benefits Plans. (a) Schedule 4.13(a6.13(a) lists each “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) and any other material employee benefit plan benefit, bonus or other incentive compensation, stock option or other equity-based award, deferred compensation, profit-sharing, retirement or supplemental unemployment benefit, vacation or severance plan, policy or agreement sponsored and maintained or contributed to by the Company or any Latisys of the Subsidiaries, or with respect to which the Company for or any of the benefit of Subsidiaries has or may have any Business Employee liability (including their eligible dependents and beneficiariescontingent or otherwise) (eacheach plan, a policy or agreement required to be so listed, an “Company Employee Benefit Plan”). Each Latisys Company Seller has made available to Purchaser correct and complete copies of (i) each Company Employee Benefit Plan (or, in the case of any such Company Employee Benefit Plan that is unwritten, descriptions thereof), (ii) the most recent annual reports on Form 5500 (including all schedules and attachments thereto) required to be filed with the IRS with respect to each Company Employee Benefit Plan (if any such report was required), (iii) the most recent summary plan description for each Company Employee Benefit Plan for which such summary plan description is required and (including any summaries of material modifications thereto), (iv) each trust agreement and insurance or group annuity contract relating to any Company Employee Benefit Plan, (v) the most recent annual actuarial valuations, if any, for each Employee Benefit Plan, and (vi) the most recent IRS determination letter, if any, for each Employee Benefit Plan. Each Company Employee Benefit Plan has been administered in all material respects in accordance with its terms terms. The Company, the Subsidiaries and all of the Employee Benefit Plans are in compliance with the applicable provisions of ERISA, the Code and all other applicable Laws, except for any noncompliance that would not reasonably be expected to have a Material Adverse Effect, and the Latisys Companies have performed and complied in all material respects with all of their obligations under or with respect to each Company Benefit Plan.

Employee Benefits Plans. (a) Schedule 4.13(a5.13(a) lists each “"employee benefit plan” " (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”")) and any other material employee benefit plan plan, program, arrangement or agreement sponsored and maintained by any Latisys Company for the benefit of any Business Employee (including their eligible dependents and beneficiaries) any bonus, incentive compensation, stock option, stock purchase, restricted stock, pension, supplemental retirement, deferred compensation, welfare benefit, retiree health, life insurance, severance or other plan, program, arrangement or agreement), whether or not subject to ERISA, that is maintained, sponsored or contributed to by the Company or any of the Subsidiaries or with respect to which the Company or any Subsidiary has any Liability (each, a “"Company Benefit Plan”"). Each Latisys The Company has made available to Purchaser correct and complete copies of (i) each Company Benefit Plan (or, in the case of any such Company Benefit Plan that is unwritten, descriptions thereof), (ii) the most recent annual reports on Form 5500 required to be filed with the IRS with respect to each Company Benefit Plan (if any such report was required), (iii) the most recent summary plan description for each Company Benefit Plan for which such summary plan description is required and required, (iv) each trust agreement and insurance or group annuity contract relating to any Company Benefit Plan, and (v) the most recent determination letter received with respect to each Company Benefit Plan that is intended to be tax qualified under Section 401(a) of the Code (the "Company 401(k) Plan"), as well as a correct and complete copy of each pending application for a determination letter, if any. Each Company Benefit Plan has been administered in all material respects in accordance with its terms and in material compliance with the applicable provisions of ERISA, the Code and all other applicable Laws, except for any noncompliance that would not reasonably be expected to have a Material Adverse Effect, and the Latisys Companies have performed and complied in all material respects with all of their obligations under or with respect to each Company Benefit Plan.

Employee Benefits Plans. (a) Schedule 4.13(a6.13(a) lists each “"employee benefit plan” " (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”")) and any other material employee benefit plan or agreement sponsored and maintained maintained, contributed or required to be contributed by the Company or its Subsidiaries, excluding any Latisys Company for the benefit of any Business Foreign Employee (including their eligible dependents and beneficiaries) Benefit Plan (each, a “"Company Benefit Plan”"). Each Latisys The Company and its Subsidiaries have no material liability with respect to any plan or agreement of the type described in the preceding sentence other than the Company Benefit Plans. The Company has made available to Purchaser Parent correct and complete copies of (i) each Company Benefit Plan (or, in the case of any such Company Benefit Plan that is unwritten, descriptions thereof), (ii) the most recent annual reports on Form 5500 required to be filed with the IRS with respect to each Company Benefit Plan (if any such report was required), (iii) the most recent summary plan description for each Company Benefit Plan for which such summary plan description is required and (iv) each trust agreement and insurance or group annuity contract relating to any Company Benefit Plan. Each The Company Benefit Plan has been administered Plans are all in all respects in accordance compliance with its terms and the applicable provisions of ERISA, the Code and Code, all other applicable Laws, and the terms of such plans, except for any noncompliance that would not reasonably be expected result in material liability with respect to the Company Benefit Plans and that would not, individually or in the aggregate, have a Material Adverse Effect, and . There have been no prohibited transactions or breaches of any duties imposed on "fiduciaries" (within the Latisys Companies have performed and complied in all material respects with all meaning of their obligations under or Section 3(21) of ERISA) by ERISA with respect to each the Company Benefit PlanPlans that could result in any liability or excise tax under ERISA or the Code being imposed on the Company or its Subsidiaries, except for any liability that would not, individually or in the aggregate, have a Material Adverse Effect.