Common use of Compliance with WARN Act and Similar Statutes Clause in Contracts

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.

Appears in 2 contracts

Samples: Purchase Agreement (Affinion Loyalty Group, Inc.), Purchase Agreement (Cendant Corp)

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Compliance with WARN Act and Similar Statutes. Buyer shall not, and shall cause the Companies Company and their its 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 Company or any of its Subsidiaries or (ii) a “mass layoff” (as defined in the WARN Act) affecting any site of employment or facility of the Companies Company and their any of its 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 Law 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 Law with respect to the employment, discharge or layoff of any employees by Buyer, the Companies Company or any Subsidiary of the Companies Company on or 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.

Appears in 1 contract

Samples: Purchase Agreement (Information Services Group Inc.)

Compliance with WARN Act and Similar Statutes. Buyer Purchaser shall not, and shall cause the Companies and their Subsidiaries each Target Company 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 1988, and the rules and regulations promulgated thereunder (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 such Target Company or (ii) a “mass layoff” (as defined in the WARN Act) affecting any site of employment or facility of the Companies and their Subsidiariessuch Target Company; 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 Purchaser shall be responsible for notices or payments due to any employeesContinuing Target 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 Continuing Target Employees by Buyer, the Companies Purchaser or any Subsidiary of the Companies such Target Company on or 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.

Appears in 1 contract

Samples: Purchase Agreement (Cardtronics Inc)

Compliance with WARN Act and Similar Statutes. To the extent that such action would result in any liability to the Seller, the Buyer shall not, and shall cause the Companies Company and their its Subsidiaries not toto not, on the Closing Date or at any time within ninety 90 days after the Closing Date, effectuate (ia) 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 Company or its Subsidiaries, or (iib) a “mass layoff” (as defined in the WARN Act) affecting any site of employment or facility of the Companies and their Company or its Subsidiaries; or, in the case of clauses (ia) and (iib), any similar action under applicable state, local or foreign statute, common law, rule or regulation any other Law requiring notice to employees in the event of or any Governmental Authority upon a plant closing or layoff. For the avoidance of doubt, The 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 Authority, under any applicable federal, state, local or foreign statute, common law, rule or regulation Law (including the WARN Act) with respect to the employment, discharge or layoff of any employees by the Buyer, the Companies Company or any Subsidiary of the Companies its Subsidiaries on or 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.

Appears in 1 contract

Samples: Securities Purchase Agreement (Costar Group Inc)

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Compliance with WARN Act and Similar Statutes. Buyer shall not, and shall cause the Acquired Companies and their Subsidiaries not to, at any time within ninety (90) 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 Acquired 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 SubsidiariesAcquired Companies; or, in the case of clauses (i) and (ii), any similar action under applicable any comparable state, local or foreign statute, common law, rule or regulation Law 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 Law with respect to the employment, discharge or layoff of any employees by Buyer, the Companies Buyer or any Subsidiary of the Companies Acquired Company on or after the Closing, including but not limited to the WARN Act or any comparable state state, local or local law and any rules or regulations as have been issued in connection with the foregoingforeign Law.

Appears in 1 contract

Samples: Purchase Agreement (S.D. Shepherd Systems, Inc.)

Compliance with WARN Act and Similar Statutes. Buyer shall not, and shall cause the Acquired Companies and their Subsidiaries not to, at any time within ninety (90) 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 Acquired 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 SubsidiariesAcquired Companies; or, in the case of clauses (i) and (ii), any similar action under applicable any comparable state, local or foreign statute, common law, rule or regulation Law 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 Law with respect to the employment, discharge or layoff of any employees by Buyer, the Companies Buyer or any Subsidiary of the Companies Acquired Company on or after the Closing, including but not limited to the WARN Act or any comparable state state, local or local law and any rules or regulations as have been issued in connection with the foregoingforeign Law.

Appears in 1 contract

Samples: Purchase Agreement (Cendant Corp)

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