Form 5500 Clause Samples

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Form 5500. Sellers agree to be responsible for the Company's failure to file annually a Form 5500 with the Internal Revenue Service relative to the Company's group life insurance plan. Sellers may determine how to resolve this failure, and Sellers agree to indemnify Buyer and its officers, directors, employees, agents and stockholders and hold them harmless against any loss, liability, deficiency, damage, expense or cost (including reasonable legal expenses), on a dollar for dollar basis, which Buyer or its affiliates may suffer, sustain or become subject to, as a result of the Company's failure to file annually a Form 5500 with the Internal Revenue Service relative to the Company's group life insurance plan. This indemnification shall be independent of Article IX and its limitations.
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Form 5500. The Trust accepts the responsibility to prepare the annual IRS Form 5500 for the benefit plans listed in Section III hereof, and timely file it with the IRS.
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Form 5500. Borrower or National shall furnish to Agent annually a copy of the Plan's Annual Report, Form 5500, within thirty, (30) days from the filing with the IRS, but in no event later than nine (9) months after the end of the Plan's tax year.
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Form 5500. Each Company Benefit Plan has been administered according to its terms (except for those terms which are inconsistent with the changes required by statutes, regulations, and rulings for which changes are not yet required to be made, in which case the plan has been administered in accordance with the provisions of those statutes, regulations and rulings) and applicable law.
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Form 5500. On or before the Closing Date, the Company shall prepare and file Form Series 5500 for the Company's 401(k) plan for the 1998 plan year (the "1998 FORM 5500"). Notwithstanding the foregoing, Parent shall be provided with reasonable advance opportunity to review, comment, alter, and approve such 1998 Form 5500.
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Form 5500. The Company shall use all reasonable efforts to file Form 5500 prior to the Effective Time for the Company Employee Plans for all years for which such form was not filed, as set forth in Section 2.11(b) of the Company Disclosure Schedule.
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Form 5500. Seller and the Company shall have undertaken commercially reasonable best efforts to effect the filing with all appropriate Governmental Authorities of the Form 5500 described in Part 3.11(b), Item 2 of the Disclosure Letter, together with all related notices or filings required in connection with such Form 5500.
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Form 5500. The Shareholders shall have (a) filed or caused to --------- be filed under the Department of Labor Delinquent Filer Voluntary Compliance Program, as described at 60 Fed. Reg. 20874 (April 27, 1995), complete annual reports and information returns (Form 5500 Series Annual Return/Report) for all Plans and Employee Benefit Programs for which such annual reports are required to be filed and have not been timely filed, and (b) furnished Buyer with copies of any and all such filings.
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Form 5500. Prior to the Closing Date, Sellers and ▇▇▇▇▇▇ shall --------- (a) file or cause to be filed under the Department of Labor Delinquent Filer Voluntary Compliance Program, as described at 60 Fed. Reg. 20874 (April 27, 1995), complete annual reports and information returns (Form 5500 Series Annual Return/Report) for all Plans and Employee Benefit Programs for which such annual reports are required to be filed and have not been timely filed, and (b) furnish Buyer with copies of any and all such filings.
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Related to Form 5500

  • Annual Report Within 90 days after each April 15, starting in the year after the Closing Date, the Indenture Trustee will prepare and mail to each Noteholder a report dated as of April 15 of the applicable year that complies with Section 313(a) of the TIA, if the report is required under Section 313(a) of the TIA. The Indenture Trustee will also prepare and mail to the Noteholders any report required under Section 313(b) of the TIA. A report mailed to the Noteholders under this Section 7.4(a) will be mailed according to Section 313(c) of the TIA.

  • Annual Reports The Company shall furnish to the Lenders as soon as available, and in any event within 90 days after the end of each fiscal year (or, if earlier, the date that is five (5) days after the date that the Company’s 10-K filing is required to be delivered to the SEC), the Consolidated balance sheets of the Company and its Subsidiaries as at the end of such fiscal year, the Consolidated statements of income and Consolidated statements of changes in shareholders’ equity and of cash flows of the Company and its Subsidiaries for such fiscal year (all in reasonable detail) and together, in the case of Consolidated financial statements, with comparative figures for the immediately preceding fiscal year, all accompanied by: (i) Unqualified reports of Ernst & Young LLP (or, if they cease to be auditors of the Company and its Subsidiaries, other independent certified public accountants of recognized national standing reasonably satisfactory to the Required Lenders), containing no material uncertainty, to the effect that they have audited the foregoing Consolidated financial statements in accordance with generally accepted auditing standards and that such Consolidated financial statements present fairly, in all material respects, the financial position of the Company and its Subsidiaries covered thereby at the dates thereof and the results of their operations for the periods covered thereby in conformity with GAAP. (ii) The statement of such accountants that they have caused this Agreement to be reviewed and that in the course of their audit of the Company and its Subsidiaries no facts have come to their attention that cause them to believe that any Default exists and in particular that they have no knowledge of any Default under Section 6.05 or, if such is not the case, specifying such Default and the nature thereof. This statement is furnished by such accountants with the understanding that the examination of such accountants cannot be relied upon to give such accountants knowledge of any such Default except as it relates to accounting or auditing matters within the scope of their audit. (iii) A certificate of the Company signed by a Financial Officer to the effect that such officer has caused this Agreement to be reviewed and has no knowledge of any Default, or if such officer has such knowledge, specifying such Default and the nature thereof, and what action the Company has taken, is taking or proposes to take with respect thereto. (iv) [intentionally omitted.] (v) A Compliance Certificate in the form of Exhibit D demonstrating, as of the end of such fiscal year, compliance with the Computation Covenants, certified by a Financial Officer. (vi) Financial information as to the assets of, and Investments of the Company and its Subsidiaries in, each Immaterial Subsidiary as of the end of such fiscal year, demonstrating that such Immaterial Subsidiary constitutes an “Immaterial Subsidiary”. (vii) [intentionally omitted] (viii) Supplements to Schedules 5.01 and 5.03 showing any changes in the information set forth in such Exhibits not previously furnished to the Lenders in writing, which supplement must be reasonably satisfactory to the Administrative Agent, as well as any changes in the Organization Documents or incumbency of officers of the Company or its Subsidiaries from those previously certified to the Administrative Agent. (ix) In the event of a change in GAAP after June 30, 2006, computations by the Company, certified by a Financial Officer, reconciling the financial statements referred to above with financial statements prepared in accordance with GAAP as applied to the other covenants in Article VI and related definitions.