COMPLIANCE WITH WARN AND SIMILAR LAWS Sample Clauses

COMPLIANCE WITH WARN AND SIMILAR LAWS. The Company will timely give all notices required to be given with respect to WARN Obligations Relating to actions taken on and after the Closing Date.
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COMPLIANCE WITH WARN AND SIMILAR LAWS. TPI and Newco do not anticipate that there will be any major employment losses as a consequence of the transactions contemplated by this Agreement and the Human Resources Agreement that might trigger obligations under the Worker Adjustment and Retraining Notification ("WARN") Act, 29 U.S.
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COMPLIANCE WITH WARN AND SIMILAR LAWS. Seller Parent shall provide to Purchaser at the Closing Date a complete and accurate list of all “employment losses” within the Business, as that term is defined in WARN which occurred in the ninety (90)-days preceding the Closing Date, which shall show the name, date of separation, reason for separation, and facility or operating unit of each employee of the Business who suffered such an employment loss in such period. Purchaser agrees to provide or cause to be provided any required notice under WARN, 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 Business Employees and occurring on or after the Closing Date. Seller Parent agrees to, and shall cause the other Sellers to, provide or cause to be provided any required notice under WARN, 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 Business Employees and occurring prior to the Closing Date.
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COMPLIANCE WITH WARN AND SIMILAR LAWS. The parties do not anticipate that there will be any major employment losses as a consequence of the transactions contemplated by this Agreement that might trigger obligations under the Worker Adjustment and Retraining Notification ("WARN") Act, 29 U.S.
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COMPLIANCE WITH WARN AND SIMILAR LAWS. The parties do not anticipate that there will be any major employment losses as a consequence of the Transactions contemplated by this Agreement that might trigger obligations under WARN (referred to collectively as “WARN Obligations”). (a) To the extent that any WARN Obligations might arise with respect to the Business Employees solely as a consequence of the Buyer’s failure to offer employment to a minimum number of employees of the Sellers that results in an employment loss (as defined in the WARN Act) of fifty (50) or more employees of any Business on the Closing Date, it is agreed that Sellers will timely give all notices to such employees at the applicable Business required to be given under WARN or other similar statutes or regulations relating to any plant closing or mass layoff, as defined in the WARN Act, or as otherwise required by any such statute, and the Closing shall be extended as required to permit such timely notification. The Sellers shall be responsible for, and shall indemnify and hold harmless the Buyer Indemnified Parties from and against any WARN liabilities, losses, or claims arising from the Sellers’ failure to provide timely notice to employees. (b) To the extent that any WARN Obligations might arise with respect to the Transitioned Employees at any Business solely as a consequence of the Buyer’s failure to continue employment of a minimum number of Transitioned Employees that results in an employment loss (as defined in the WARN Act) of fifty (50) or more employees of such Business within the applicable window under the WARN Act, the Buyer shall be responsible for, and shall indemnify and hold harmless the Sellers from and against any WARN liabilities, losses, or claims arising from the Buyer’s failure to continue to employ the requisite number of employees as required under the WARN Act.
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COMPLIANCE WITH WARN AND SIMILAR LAWS. Buyer agrees to provide or cause to be provided any required notice under WARN or 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 Continuing Employees that occurs after the Closing Date as a result of actions taken by Buyer or its Affiliates after the Closing Date (it being agreed that the consummation of the Asset Transfers and the Transactions shall not be considered actions taken by Buyer or its Affiliates for purposes of this Section 7.15). Buyer agrees to, and shall cause its Affiliates (including the Transferred Entities) to, indemnify and hold harmless Seller and its Affiliates from and against any and all Losses which Seller or its Affiliates may incur in connection with any Action or claim of violation brought against Seller or any of its Subsidiaries under WARN or any similar applicable Law (including with respect to any “plant closing” or “mass layoff”), which relate to actions taken by Buyer or any of its Affiliates (including the Transferred Entities) following Closing with regard to any site of employment of the Transferred Entities or the Plastics Assets or any of their respective operating units within any site of employment of the Plastics Business.
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Related to COMPLIANCE WITH WARN AND SIMILAR LAWS

  • Compliance with Statutes Rules and Regulations

  • Compliance with Cuba Act The Company has complied with, and is and will be in compliance with, the provisions of that certain Florida act relating to disclosure of doing business with Cuba, codified as Section 517.075 of the Florida statutes, and the rules and regulations thereunder (collectively, the "Cuba Act") or is exempt therefrom.

  • Compliance with Agreements, Laws, Etc It shall (i) duly observe and comply in all material respects with all Applicable Laws relative to the conduct of its business or to its assets, (ii) preserve and keep in full force and effect its legal existence, (iii) preserve and keep in full force and effect its rights, privileges, qualifications and franchises, except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect, (iv) comply with the terms and conditions of each Facility Document to which it is a party and its Constituent Documents and (v) obtain, maintain and keep in full force and effect all Governmental Authorizations, Private Authorizations and Governmental Filings which are necessary to properly carry out its business and the transactions contemplated to be performed by it under the Facility Documents to which it is a party and its Constituent Documents, except, in the case of this clause (v), where the failure to do so would not reasonably be expected to have a Material Adverse Effect.

  • Compliance with FCPA Each of the Credit Parties and their Subsidiaries is in compliance with the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq., and any foreign counterpart thereto. None of the Credit Parties or their Subsidiaries has made a payment, offering, or promise to pay, or authorized the payment of, money or anything of value (a) in order to assist in obtaining or retaining business for or with, or directing business to, any foreign official, foreign political party, party official or candidate for foreign political office, (b) to a foreign official, foreign political party or party official or any candidate for foreign political office, and (c) with the intent to induce the recipient to misuse his or her official position to direct business wrongfully to such Credit Party or its Subsidiary or to any other Person, in violation of the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq.

  • Compliance with Rules To comply with, and to require the Contractors to comply with, all rules, regulations, ordinances and laws bearing on the conduct of the work on the Improvements, including the requirements of any insurer issuing coverage on the Project and the requirements of any applicable supervising boards of fire underwriters.

  • Compliance with OFAC None of the Company and its Subsidiaries or, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), and the Company will not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

  • Compliance with Tax Laws The Trustee hereby agrees to comply with all U.S. Federal income tax information reporting and withholding requirements applicable to it with respect to payments of premium (if any) and interest on the Debt Securities, whether acting as Trustee, Registrar, paying agent or otherwise with respect to the Debt Securities.

  • Compliance with Certain Laws The Mortgage Rate (exclusive of any default interest, late charges, yield maintenance charge, or prepayment premiums) of such Mortgage Loan complied as of the date of origination with, or was exempt from, applicable state or federal laws, regulations and other requirements pertaining to usury.

  • Compliance with Health Care Laws Each of the Company and its Subsidiaries is, and at all times has been, in compliance in all material respects with all applicable Health Care Laws, and has not engaged in activities which are, as applicable, cause for false claims liability, civil penalties, or mandatory or permissive exclusion from Medicare, Medicaid, or any other state or federal health care program. For purposes of this Agreement, “Health Care Laws” means: (i) the Federal Food, Drug, and Cosmetic Act (21 U.S.C. §§ 301 et seq.), the Public Health Service Act (42 U.S.C. §§ 201 et seq.), and the regulations promulgated thereunder; (ii) all applicable federal, state, local and all applicable foreign health care related fraud and abuse laws, including, without limitation, the U.S. Anti-Kickback Statute (42 U.S.C. Section 1320a-7b(b)), the U.S. Physician Payment Sunshine Act (42 U.S.C. § 1320a-7h), the U.S. Civil False Claims Act (31 U.S.C. Section 3729 et seq.), the criminal False Claims Law (42 U.S.C. § 1320a-7b(a)), all criminal laws relating to health care fraud and abuse, including but not limited to 18 U.S.C. Sections 286 and 287, and the health care fraud criminal provisions under the U.S. Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) (42 U.S.C. Section 1320d et seq.), the exclusion laws (42 U.S.C. § 1320a-7), the civil monetary penalties law (42 U.S.C. § 1320a-7a), HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act (42 U.S.C. Section 17921 et seq.), and the regulations promulgated pursuant to such statutes; (iii) Medicare (Title XVIII of the Social Security Act); (iv) Medicaid (Title XIX of the Social Security Act); (v) the Controlled Substances Act (21 U.S.C. §§ 801 et seq.) and the regulations promulgated thereunder; and (vi) any and all other applicable health care laws and regulations. Neither the Company nor, to the knowledge of the Company, any subsidiary has received notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from any court or arbitrator or governmental or regulatory authority or third party alleging that any product operation or activity is in material violation of any Health Care Laws, and, to the Company’s knowledge, no such claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action is threatened. Neither the Company nor, to the knowledge of the Company, any subsidiary is a party to or has any ongoing reporting obligations pursuant to any corporate integrity agreements, deferred prosecution agreements, monitoring agreements, consent decrees, settlement orders, plans of correction or similar agreements with or imposed by any governmental or regulatory authority. Additionally, neither the Company, its Subsidiaries nor any of its respective employees, officers or directors has been excluded, suspended or debarred from participation in any U.S. federal health care program or human clinical research or, to the knowledge of the Company, is subject to a governmental inquiry, investigation, proceeding, or other similar action that could reasonably be expected to result in debarment, suspension, or exclusion.

  • Compliance with Existing Laws Xxxxxxx, agrees to comply with all federal, state, and municipal laws, rules, and regulations in the performance of this Agreement that are generally applicable to the activities in which the Grantee is engaged in the performance of said contracts.

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