Plant Closing Notice. Upon not less than 60 days' written notice from Buyer of Buyer's then present intention to terminate any Transferred Employees after the Closing, Seller shall give any notice required to be given by Seller under Chapter 394B, Hawaii Revised Statutes, as amended. Buyer shall have the right to review and approve such notice prior to Seller's release of the same. Seller shall not be obligated to provide any notice if in Seller's reasonable opinion, after consultation with counsel and with Buyer, such action (including the content of such notice) reasonably could result in Seller's violation of any Legal Requirement or Order.

Plant Closing Notice. Provided CPPI has not taken any action which would constitute an event impacting current employees prior to the Closing Date, pursuant to the Worker Adjustment and Retraining Notification Act of 1988 ("WARN"), it shall be solely Buyer's obligation to provide timely and effective notice to Employees who were employed by CPPI in the Business at or prior to the Closing Date with respect to any employment loss suffered by such Employees as the result of the Transaction and/or to provide any other notice required under WARN, if such notice is legally required.

Plant Closing Notice. Purchaser agrees that it will, at Closing, offer employment to such a number of the Closing Employees immediately prior to the Closing Date (“Offered Employees”) for a sufficient period of time after Closing with their same level of pay, benefits, and seniority as is required such that no notice is required under the Federal Worker Adjustment and Retraining Notification Act of 1988 (“WARN”); provided, that, no such offer shall be made to any Excluded Employees and Sellers covenant and agree to not cause there to be an “employment loss” of those Excluded Employees in the ninety (90) days prior to the Closing or the ninety (90) days after the Closing. The Offered Employees who accept an offer of employment with Purchaser, directly or ‎through an Affiliate of Purchaser (the “Hired Employees”) shall commence employment on the ‎Closing Date. ‎Purchaser shall bear any liability or obligation which may accrue against Sellers or any of their Affiliates to Sellers’ employees, any unit of local government or otherwise under WARN or any similar applicable law as the result of Purchaser’s failure to comply with the covenants contained in the immediately preceding sentence, ‎and Purchaser shall indemnify and hold Seller harmless from and against any and all Losses ‎associated with or related to Purchaser’s failure to comply with the covenants contained in the ‎immediately preceding sentence. The indemnity obligations of Purchaser set forth in this Section ‎‎13.3 shall expressly survive Closing.‎

Plant Closing Notice. Purchaser agrees that it will, at Closing, offer employment to such a number of the employees employed by Sellers (or their Affiliates) at the Dealerships immediately prior to the Closing Date (“Seller’s Employees”) for a sufficient period of time after Closing with their same level of pay, benefits, and seniority as is required such that no notice is required under the Federal Worker Adjustment and Retraining Notification Act of 1988 (“WARN”); provided, that, no such offer shall be made to any Excluded Employees and Sellers covenant and agree to not cause there to be an “employment loss” of those Excluded Employees in the ninety (90) days prior to the Closing or the ninety (90) days after the Closing. Purchaser shall bear any liability or obligation which may accrue against Sellers or any of their Affiliates to Sellers’ Employees, any unit of local government or otherwise under WARN or any similar applicable law as the result of Purchaser’s failure to comply with the covenants contained in the immediately preceding sentence, and Purchaser shall indemnify and hold Seller harmless from and against any and all Losses associated with or related to Purchaser’s failure to comply with the covenants contained in the immediately preceding sentence. The indemnity obligations of Purchaser set forth in this Section 13.3 shall expressly survive Closing.

Plant Closing Notice. Each party to this Agreement shall give the other parties sufficient notice to permit such other party(ies) to comply with the U.S. Worker Adjustment and Retraining Notification Act (the "WARN Act") and Chapter 394B, Hawaii Revised Statutes, as amended ("Hawaii Plant Closing Act"). Buyer shall be responsible for all Liabilities arising under the WARN Act or the Hawaii Plant Closing Act as a result of the transactions contemplated by this Agreement.

Plant Closing Notice. Whenever the Company decides to close a plant, the Company shall provide at least sixty (60) days’ written notice of its decision to the Union and the affected employees. As the Company, in the course of such plant closing, no longer has need for the work then being done by an employee, his/her employment by the Company may be terminated, subject to compliance with the provisions of this Article. Each employee shall be given at least one week’s advance notice of the specific date of his/her termination.

Related to Plant Closing Notice

Additional Closing Deliveries At each Closing, the Company shall deliver or cause to be delivered to the Investor the following (the“Company Deliverables”):
Second Closing The Company shall notify the Purchaser upon achievement of the Milestone. The second Closing Date shall be a Business Day within five (5) Business Days of notice from the Company of the Milestone. On the second Closing Date, upon the terms and subject to the conditions set forth herein, and upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, an aggregate of $7,500,000 of Shares, representing in the aggregate [—%] of the issued and outstanding shares of the Company on a Fully Diluted Basis as of the signing date of this Agreement (for this purpose only, not taking into account the issuances of Shares at the first Closing), whereby each Purchaser, severally and not jointly, agrees to purchase, the number of Shares as specified below such Purchaser’s name on the signature page of this Agreement to be purchased by it at the second Closing, representing the percentage of the issued and outstanding shares of the Company on a Fully Diluted Basis as specified below such Purchaser’s name on the signature page of this Agreement for the second Closing; provided, however, that, to the extent that a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates, and any Person acting as a group together with such purchaser or any of such Purchaser’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. Each Purchaser shall deliver to the Company via wire transfer, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Shares and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the second Closing shall occur remotely via the exchange of documents and signature or such other location as the parties shall mutually agree.
Purchaser’s Closing Deliveries At the Closing, the Purchaser shall deliver or cause to be delivered to the Vendor the following documents and payments:
Purchaser Closing Deliveries At the Closing, Purchaser shall deliver, or cause to be delivered, the following:
Subsequent Closing On the terms and subject to the conditions of this Agreement, at the Subsequent Closing, the Company shall issue and sell to Sentinel and the Additional Purchasers, if any, and Sentinel and the Additional Purchasers, if any, shall purchase from the Company, in the aggregate, 2,880 shares of Series B Preferred Stock (the "Subsequent B Shares" and, together with the Sentinel B Shares, the Xxxxxxxxxxx B Shares, the GE B Shares, the Midwest B Shares, the Xxxxx B Shares and the Slack B Shares, the "Series B Shares"), for an aggregate purchase price of $288,000 (the "Subsequent B Purchase Price"), and a Note or Notes having an aggregate principal amount of $336,000 (the "Subsequent Note(s)"), for an aggregate purchase price of $336,000 (together with the Subsequent B Purchase Price, the "Subsequent Purchase Price"). The Subsequent B Shares and Subsequent Notes shall be sold on the same terms as the Series B Shares and Notes sold at the Closing. "Additional Purchasers" shall be such Persons, who shall be reasonably acceptable to the Company and Sentinel, who execute and deliver to the Company a counterpart of this Agreement, a joinder to the Stockholders Agreement and a joinder to the Registration Agreement, and purchase Subsequent B Shares and Subsequent Notes on the Subsequent Closing Date. Each Additional Purchaser shall purchase such number of Subsequent B Shares and a Subsequent Note in such principal amount as agreed to by such Additional Purchaser and Sentinel. Sentinel shall purchase all Subsequent B Shares which the Additional Purchasers, if any, do not purchase. Sentinel shall purchase a Subsequent Note having a principal amount equal to $336,000 minus the aggregate principal amount of the Subsequent Notes, if any, purchased by the Additional Purchasers, if any. Each Additional Purchaser shall be deemed a "Purchaser" hereunder. The respective amounts of Subsequent B Shares and Subsequent Notes purchased by Sentinel and each Additional Purchaser, if any, shall be set forth on a Schedule of Subsequent Purchase and shall be attached hereto on the Subsequent Closing Date.
Buyer’s Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following:
Seller’s Closing Deliveries At the Closing, Seller shall deliver or cause to be delivered the following:
Closing Closing Deliveries (a) The consummation of the transactions contemplated by this Agreement (the “Closing”) will take place on the Closing Date
Buyer Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following:
Pre-Closing Deliveries (i) At least ten Business Days prior to the Closing, the Seller will furnish to the Buyer a certificate (the “Estimated Purchase Price Certificate”) setting forth (i) a good faith estimate of the Closing Net Working Capital; (ii) the Estimated Indebtedness (including Paid Indebtedness); (iii) the estimated Seller’s Expenses that remain unpaid as of the Closing; (iv) a good faith estimate of the Company Cash; and (v) a reasonably detailed calculation of the Purchase Price using the Company’s good faith calculation of the foregoing estimates and other amounts (the “Estimated Purchase Price”). The Estimated Purchase Price Certificate will be prepared in accordance with the Calculation Principles, and will not include any changes in assets or liabilities as a result of purchase accounting adjustments arising from, or resulting as a consequence of, the Transactions. The Seller shall (x) provide supporting documentation as may be reasonably requested by the Buyer in order to allow it to review the calculations set forth in the Estimated Purchase Price Certificate, and (y) make appropriate revisions to the Estimated Purchase Price Certificate as are mutually agreed upon by the Seller and the Buyer acting in good faith; provided that if the parties cannot mutually agree upon any proposed revisions to the Estimated Purchase Price Certificate, then, the parties shall use estimates set forth in the Estimated Purchase Price Certificate as prepared by the Seller for Closing, and the Buyer may thereafter seek adjustments pursuant to the remaining provisions of this Section 1.8; and

Plant Closing Notice Sample Clauses

Filter & Search

Related Clauses

Parent Clauses

Sub-Clauses

Related to Plant Closing Notice