Compliance with WARN Act and Similar Statutes. Buyer shall not, and shall cause the Companies and their Subsidiaries not to, at any time within ninety days after the Closing Date, effectuate (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act”)) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Companies and their Subsidiaries or (ii) a “mass layoff” (as defined in the WARN Act) affecting any site of employment or facility of the Companies and their Subsidiaries; or, in the case of clauses (i) and (ii), any similar action under applicable state, local or foreign statute, common law, rule or regulation requiring notice to employees in the event of a plant closing or layoff. For the avoidance of doubt, Buyer shall be responsible for notices or payments due to any employees, and all notices, payments, fines or assessments due to any Governmental Entity pursuant to any applicable federal, state, local or foreign statute, common law, rule or regulation with respect to the employment, discharge or layoff of any employees by Buyer, the Companies or any Subsidiary of the Companies after the Closing, including but not limited to the WARN Act or any comparable state or local law and any rules or regulations as have been issued in connection with the foregoing.
Compliance with WARN Act and Similar Statutes. Parent shall not, at any time within ninety (90) days after the Closing Date, effectuate or cause to be effectuated (a) a "plant closing" (as defined in the Worker Adjustment and Retraining Notification Act of 1988 (the "WARN Act") affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Company or (b) a "mass layoff" (as defined in the WARN Act) affecting any site of employment or facility of the Company; and/or, in the case of clauses (a) and (b) above, any similar action under any comparable Law requiring notice to employees in the event of a plant closing, mass layoff or other action triggering statutory notice requirements. Parent shall indemnify and hold harmless the Equityholders with respect to any liability under the WARN Act (and any comparable Law requiring notice to employees) arising or resulting, in whole or in part, from any actions taken by Parent on or after the Closing Date.
Compliance with WARN Act and Similar Statutes. Newco agrees that it shall, and shall cause its Subsidiaries to, comply with the Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act”) and any applicable state, local and foreign plant closing and layoff Law as it relates to any site of employment of the Transferred DPP Companies or their Subsidiaries, and Newco agrees to, and shall cause its Subsidiaries to, indemnify, defend and hold harmless Delta and the Retained Subsidiaries from and against any and all resultant Losses which Delta and the Retained Subsidiaries incur following the Closing Date in connection with any Action or claim of violation brought against Delta or any of the Retained Subsidiaries under the WARN Act or any applicable state, local or foreign plant closing or layoff Law, which relate, in whole or in part, to actions taken by Newco or any of its Subsidiaries after the Closing Date. Within ten (10) Business Days following the Closing Date, Delta shall provide Newco with a list of all U.S. employees of Delta or any of its Affiliates who (a) suffer an “employment loss” (as defined under the WARN Act) within the 90-day period immediately prior to the Closing Date and (b) at the time of such “employment loss” are located at the same “single site of employment” (as defined under the WARN Act and regulations promulgated thereunder) as any of the Business Employees located in the United States. As used in this Section 7.14, Newco’s Subsidiaries shall include the Transferred DPP Companies and their Subsidiaries. Such list shall include the date of such employment loss for each listed employee. Delta shall also promptly provide any additional information that Newco may thereafter reasonably request for the purpose of assessing its obligations under the WARN Act.
Compliance with WARN Act and Similar Statutes. Buyer shall provide or cause to be provided any required notice under the Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act”), and any similar applicable Law, and otherwise to comply with any such applicable Law with respect to any “plant closing” or “mass layoff” or similar event affecting Transferred Employees and occurring on or after the Closing Date.
Compliance with WARN Act and Similar Statutes. Buyer shall comply in all material respects with the Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act”), or any similar state, local or Foreign Law, requiring notice to employees or a Governmental Entity in the event of a plant closing or layoff, with respect to the Company and its Subsidiaries at all times during the ninety (90) days following the Closing Date. For the avoidance of doubt, Buyer shall be responsible for all notices or payments due to any employees, and all notices, payments, fines, or assessments due to any Governmental Entity pursuant to any applicable federal, state, local or foreign Law with respect to the employment, discharge, or layoff of any employees by Buyer, the Company or any Subsidiary of the Company on or after the Closing, including but not limited to the WARN Act or any comparable state, local or foreign Law. On or prior to the Closing Date, the Company shall provide Buyer with Section 4.14 of the Company Disclosure Letter, which shall set forth a complete and accurate list of all former employees of the Company and its Subsidiaries who have been involuntarily terminated by the Company or one of its Subsidiaries within the ninety (90) day period preceding the Closing Date. Subject to Buyer’s receipt of Section 4.14 of the Company Disclosure Letter, in the event that any action taken by Buyer following the Closing Date with respect to the Company and its Subsidiaries results in any liability being imposed on Seller, the Company or its Subsidiaries for employment losses arising before the Closing Date as a result of the aggregation provision of the WARN Act (29 U.S.C. sec. 2102 (d)), or otherwise under federal, state, local or foreign Law, Buyer agrees to be responsible for and to indemnify Seller against all such liabilities including without limitation liability for payments to employees or for any fines or assessments due to any Governmental Entity.
Compliance with WARN Act and Similar Statutes. Buyer agrees that it shall, and shall cause its Subsidiaries to, comply with the Worker Adjustment and Retraining Notification Act of 1988 (the "WARN Act") and any applicable state, local and foreign plant closing and layoff law as it relates to any site of employment of the Transferred DPC Companies or their Subsidiaries or the Joint Ventures. Buyer agrees to, and shall cause its Subsidiaries to, indemnify, defend and hold harmless DuPont and the Retained Subsidiaries from and against any and all Losses which DuPont and the Retained Subsidiaries may incur in connection with any Action or claim of violation brought against DuPont and any of the Retained Subsidiaries under the WARN Act or any state, local and foreign plant closing and layoff law, which relate, in whole or in part, to actions taken by Buyer or any of its Subsidiaries following the Closing Date with regard to any site of employment of the Transferred DPC Companies or their Subsidiaries or the Joint Ventures or any of their respective operating units within any site of employment of the DPC Business. As used in this Section 5.15, Buyer's Subsidiaries shall include the Transferred DPC Companies and their Subsidiaries and the Joint Ventures.
Compliance with WARN Act and Similar Statutes. Buyer --------------------------------------------- agrees that it shall, and shall cause its Subsidiaries to, comply with the Worker Adjustment and Retraining Notification Act of 1988 (the "WARN Act") and -------- any applicable state, local and foreign plant closing and layoff law as it relates to any site of employment of the Transferred Business Companies. Buyer agrees to, and shall cause its Subsidiaries to, indemnify, defend and hold harmless DuPont and the Retained Subsidiaries from and against any and all Losses which DuPont and the Retained Subsidiaries may incur in connection with any Action or claim of violation brought against DuPont and any of the Retained Subsidiaries under the WARN Act or any state, local and foreign plant closing and layoff law, which relate, in whole or in part, to actions taken by Buyer or any of its Subsidiaries following the Closing Date with regard to any site of employment of the Transferred Business Companies or any of their respective operating units within any site of employment of the Transferred Business.
Compliance with WARN Act and Similar Statutes. Buyer agrees that it shall, and shall cause its Subsidiaries to, comply with the Worker Adjustment and Retraining Notification Act of 1988 (the "WARN Act") and any applicable state, local and foreign plant closing and layoff law as it relates to any site of employment of the Tungsten Materials Business. Buyer agrees to, and shall cause its Subsidiaries to, indemnify, defend and hold harmless TDY and its Affiliates from and against any and all Losses which TDY and its Affiliates may incur in connection with any Action or claim of violation brought against TDY and any Affiliate under the WARN Act or any state, local and foreign plant closing and layoff law, which relate, in whole or in part, to actions taken by Buyer or any of its Subsidiaries following the Closing Date with regard to any site of employment of the Tungsten Materials Business. TDY shall take all actions required under the WARN Act in connection with the termination of the Transferred Employees by TDY or its Affiliates prior to, or in connection with, the Closing.
Compliance with WARN Act and Similar Statutes. Sellers shall not, and shall cause the Group Companies not to, at any time prior to the Closing Date, effectuate (i) a “plant closing” or “mass layoff” as defined in the Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act”) affecting in whole or in part any site of employment, facility, operating unit or employee of the Company or (ii) any similar action under any comparable state, local or foreign Law requiring notice to employees in the event of a plant closing or layoff, in each case without complying with the notice provisions and all other provisions of the WARN Act and any comparable state, local or foreign Law.
Compliance with WARN Act and Similar Statutes. (a) Seller agrees to indemnify, defend and hold harmless Buyer and its Affiliates from and against any and all losses which Buyer and its Affiliates may incur in connection with any action or claim of violation brought against Buyer or its Affiliates under the WARN Act relating to events that occurred prior to or on the Closing Date in relation to the Prospective Employees.
(b) Buyer agrees to indemnify, defend and hold harmless Seller from and against any and all losses which Seller may incur in connection with any action or claim of violation brought against Seller under the WARN Act to the extent related to actions taken by Buyer following the Closing Date with regard the Transferred Employees.
