Common use of Labor Matters; WARN Clause in Contracts

Labor Matters; WARN. (a) Acquiror shall not, and shall cause the Surviving Corporation and all of the Company Subsidiaries not to, at any time prior to the 61st day following the Closing Date, without fully complying with the notice and other requirements of the Worker Adjustment and Retraining Notification Act of 1988 (“WARN Act”), effectuate (i) a “plant closing” (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment of the Surviving Corporation or any of the Company Subsidiaries, or (ii) a “mass layoff” (as defined in the WARN Act) affecting any site of employment of the Surviving Corporation or any of the Company Subsidiaries. (b) If Acquiror takes any action within 180 days after the Closing Date which independently, or in connection with any reduction in the size of the Surviving Corporation’s or any of the Company Subsidiaries’ work force occurring within the ninety day period prior to the Closing Date, could be construed as a “plant closing” or “mass layoff,” as those terms are defined in the WARN Act, Acquiror shall be solely responsible for providing any notice required by the WARN Act and for making payments, if any, and paying all penalties and costs, if any, which may result from any failure to provide such notice.

Labor Matters; WARN. (a) Acquiror Prior to the Closing neither the Company nor any Company Subsidiary shall, and prior to the 61st day following the Closing Date, Parent shall not, and shall cause the Surviving Corporation and all of the Company Subsidiaries not to, at any time prior to the 61st day following the Closing Date, without fully complying with the notice and other requirements of the Worker Adjustment and Retraining Notification Act of 1988 (“WARN Act”), effectuate (i) a “plant closing” (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment of the Company, the Surviving Corporation or any of the Company Subsidiaries, or (ii) a “mass layoff” (as defined in the WARN Act) affecting any site of employment of the Company, the Surviving Corporation or any of the Company Subsidiaries. (b) If Acquiror Parent takes any action within 180 days after the Closing Date which independently, or in connection with any reduction in the size of the Surviving CorporationCompany’s or any of the Company Subsidiaries’ work force occurring within the ninety day period prior to the Closing Date, could be construed as a “plant closing” or “mass layoff,” as those terms are defined in the WARN Act, Acquiror Parent shall be solely responsible for providing any notice required by the WARN Act and for making payments, if any, and paying all penalties and costs, if any, which may result from any failure to provide such notice.

Labor Matters; WARN. (a) Acquiror shall not, The Parties acknowledge and shall cause the Surviving Corporation and all agree that employees of the Company Subsidiaries not toand any Company Subsidiary shall remain employees “at will” following the Closing, at and that Buyer and the Company or Company Subsidiary, as applicable, shall be free to terminate the employment of any time such employee upon or after Closing for any reason or no reason, with or without cause or notice, subject to the terms and conditions of any employment agreements that may be entered into by the Company or a Company Subsidiary, as applicable, and an employee thereof. (b) Prior to the Closing, neither the Company nor any Company Subsidiary shall, and prior to the 61st day following the Closing Date, Buyer shall not, and shall cause the Company and all of the Company Subsidiaries not to, without fully complying with the notice and other requirements of the Worker Adjustment and Retraining Notification Act of 1988 1988, as amended, (the “WARN Act”), effectuate (i) a “plant closing” (as defined in the WARN Act) affecting any single site of employment or one or more facilities or operating units within any single site of employment of the Surviving Corporation Company or any of the Company Subsidiaries, Subsidiaries or (ii) a “mass layoff” (as defined in the WARN Act) affecting any a single site of employment of the Surviving Corporation Company or any of the Company Subsidiaries. (bc) If Acquiror Buyer takes any action within 180 days after the Closing Date which that independently, or in connection with any reduction in the size of the Surviving CorporationCompany’s or any of the Company Subsidiaries’ work force occurring within the ninety 90-day period prior to the Closing Date, could be construed as a “plant closing” or “mass layoff,” as those terms are defined in the WARN Act, Acquiror Buyer shall be solely responsible for providing any notice required by the WARN Act and for making payments, if any, and paying all penalties and costs, if any, which may result from any failure to provide such notice.