Facility Closings; Employee Layoffs. For a period of ninety days after the Closing Date, neither the Purchaser nor any of the Purchaser's Affiliates (including the Target Companies) shall terminate Transferred Employees in such numbers as would trigger any liability under the Worker Adjustment, Retraining and Notification Act, 29 U.S.C. Section 2101, et seq. ("WARN") or any state or foreign plant closing or severance law. The Purchaser shall, and shall cause the Target Companies to comply with any notice or filing requirements under WARN and any state or foreign plant closing or severance law.
Facility Closings; Employee Layoffs. For a period of ninety (90) days after the Closing Date, neither Buyer nor any of the Companies shall terminate the employment of any employees of any of the Companies in such numbers as would trigger any liability under the Worker Adjustment, Retraining and Notification Act, 29 U.S.C. § 2101, et seq. (“WARN”) or any state plant closing or severance law. Buyer shall cause the Companies to comply with any notice or filing requirements under WARN and any state plant closing or severance law.
Facility Closings; Employee Layoffs. Provided that on or before the Closing Seller has supplied Buyer with a list of Business Employee terminations, by date and location, implemented by Seller in the 90-day period prior to Closing, Buyer shall indemnify and hold Seller harmless from any Liabilities under the WARN Act arising, in whole or in part, from Buyer’s actions or omissions occurring on or after the Closing. Seller shall indemnify and hold Buyer harmless from any Liabilities under the WARN Act arising solely as a result of Seller’s acts or omissions occurring prior to the Closing, provided, however, that such indemnity shall not be effective with regard to any errors in such list as supplied to Seller by Dynegy under the terms of the Merger Agreement.
Facility Closings; Employee Layoffs. For a period of ninety (90) days after the Closing Date, none of the Buyer, Buyer Sub, or any of their respective Subsidiaries (including any member of the Paper Group or any of its Subsidiaries) shall terminate Transferred Employees or Subsidiary Employees in such numbers as would trigger any liability for Seller and/or any of its Affiliates under the Worker Adjustment and Retraining Notification Act of 1988, 29 U.S.C. § 2101, et seq., as amended, or any similar foreign, state or local law, regulation or ordinance (collectively, “WARN”). Buyer and Buyer Sub shall, and shall cause each member of the Paper Group and its Subsidiaries to, comply with any and all applicable notice or filing requirements under WARN. Provided that on or before the Closing Date, Seller has provided Buyer with a list of employee layoffs, by date and location, implemented by Seller in the 90-day period preceding the Closing Date, Buyer shall indemnify, defend and hold harmless Seller and its Affiliates from any and all WARN obligations or liabilities of Seller and/or any of its Affiliates arising as a result, in whole or in part, of actions taken by Buyer or its Affiliates on or after the Closing Date.
Facility Closings; Employee Layoffs. From and after the Closing Date for a period of ninety (90) days, neither the Purchaser nor the Company nor any of its Subsidiaries shall layoff or terminate any employees of the Company or any of its Subsidiaries in such numbers as would trigger any notice requirements or liability under the Worker Adjustment Retraining and Notification Act, 29 U.S.C. § 2101, et seq. (“WARN”) or any applicable state or local plant closing, mass layoff or severance Law except in such manner as would comply with all such Laws. From and after the Closing, the Purchaser shall be solely responsible for complying and causing the Company and its Subsidiaries to comply with any notice or filing requirements under WARN and any applicable state or local plant closing, mass layoff or severance Law, provided that The Trilogy Parties shall provide an updated Schedule 3.16(c) to the Purchaser within ten (10) days prior to the Closing and updated again at the Closing.
Facility Closings; Employee Layoffs. For a period of 90 days after the Closing Date, if Parent or the Surviving Corporation shall terminate any employees of the Company or any of its Subsidiaries in such numbers as would trigger any liability under the Worker Adjustment, Retraining and Notification Act, 29 U.S.C. § 2101, et seq. (“WARN”) or any state plant closing or severance law, Parent shall cause the Surviving Corporation and its Subsidiaries to comply with any notice or filing requirements under WARN and any state plant closing or severance law.
Facility Closings; Employee Layoffs. For a period of ninety (90) days after the Closing Date, neither Buyer nor the Surviving Corporation shall terminate any employees of the Company or any of its Subsidiaries in such numbers as would trigger any Liability under WARN or any state plant closing or severance law. Buyer shall cause the Surviving Corporation and its subsidiaries to comply with any notice or filing requirements under WARN and any state plant closing or severance law.
Facility Closings; Employee Layoffs. Buyer shall indemnify each Equityholder Party for any loss, liability, damage or expense suffered by such Equityholder Party arising from the failure of any Buyer Party (including, after the Closing, the Company or any of its Subsidiaries) to comply with any and all applicable notice or filing requirements under any liability under the Worker Adjustment and Retraining Notification Act of 1988, 29 U.S.C. § 2101, et seq., as amended, or any similar foreign, state or local law, regulation or ordinance (collectively, "WARN")
Facility Closings; Employee Layoffs. For a period of ninety (90) days after the Closing Date, neither the Purchaser nor the Company shall, and neither shall permit any of the Company’s Subsidiaries to, terminate employees of the Company or any of its Subsidiaries, except in full compliance with all applicable requirements of the WARN Act. The Purchaser shall cause the Company and its Subsidiaries to comply with any and all applicable notice or filing requirements under the WARN Act, and will indemnify and hold harmless the Sellers from any liabilities, losses, damages, obligations, costs or expenses, arising as a result of or related to, in whole or in part, the Purchaser’s, the Company’s or any of its Subsidiaries’ actions or omissions occurring on or after the Closing Date that constitute a breach of any applicable notice or filing requirements under the WARN Act. (For the avoidance of doubt, the indemnification contemplated by this Section 8.05 shall not be subject to any of the survival or other limitation or exclusive remedy provisions of ARTICLE XI.) The Purchaser shall be solely responsible for complying with the requirements of Part 6 of Subtitle B of Title I of ERISA and Section 4980B of the Code for any individual who is an “M&A qualified beneficiary” as defined in Q&A-4 of Treas. Reg. §54.4980B-9 in connection with the transactions contemplated by this Agreement.
Facility Closings; Employee Layoffs. On and after the Closing, Buyer shall cause the Company and its Subsidiaries to comply with any and all applicable notice or filing requirements under WARN, and shall indemnify and hold Seller harmless from all Liabilities arising under WARN resulting in whole or in part from the actions or omissions of Buyer occurring on or after the Closing Date. Prior to the Closing, Seller shall cause the Company and its Subsidiaries to comply with any and all applicable notice or filing requirements under WARN. Seller shall indemnify and hold Buyer harmless from all Liabilities arising under WARN resulting solely from the actions or omissions of Seller occurring prior to the Closing Date.
