Termination and Plant Closing Notices; WARN Sample Clauses

Termination and Plant Closing Notices; WARN. (a) Within 10 days following the Closing Date (as defined in the Merger Agreement), Parent shall provide Spinco with a list setting forth the number of employees assigned to the Spinco Business terminated from each site of employment of Parent during the 90-day period ending on the Closing Date, if any, for reasons qualifying the termination as “employment losses” under the WARN Act and the date of each such termination with respect to each termination; provided, that this sentence shall not apply with respect to any site of employment at which sufficient employees have not been employed at any time in such 90-day period for terminations of employment at such site to be subject to the WARN Act.
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Termination and Plant Closing Notices; WARN. Seller shall provide any notices to the Transferred Employees that may be required under any Applicable Law, including but not limited to WARN or any similar state or local law, with respect to events that occur prior to the Closing Date. Buyer shall provide any such notices to Active Employees of the HPG Business with respect to events that occur as a result of the Closing, and to Transferred Employees with respect to events that occur on and after the Closing Date. Buyer shall not take any action after the Closing that would cause any termination of employees by the Seller Companies that occur on or before the Closing Date to constitute a "plant closing" or "mass layoff" under WARN or any similar state or local law, or create any liability to the Seller Companies for employment termination under Applicable Law.
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Termination and Plant Closing Notices; WARN. Parent shall provide or cause to be provided any notices to the employees of the TTS Business that may be required under any Applicable Law, including but not limited to WARN or any similar state or local law, with respect to events that occur prior to the reorganization of the TTS Business. Buyer shall provide any such notices to Active Employees with respect to events that occur as a result of the Contemplated Transactions, and to Transferred Employees with respect to events that occur on and after the Closing Date. Buyer shall not take, and shall cause TTSI not to take, any action after the Closing that would cause any termination of employees by Seller Companies that occur on or before the Closing Date to constitute a "plant closing" or "mass layoff" under WARN or any similar state or local law, or create any liability to the Seller Companies for employment termination under Applicable Law. Seller shall provide Buyer, upon request, with a list of employees terminated prior to Closing who may be affected under WARN or similar state or local law.
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Termination and Plant Closing Notices; WARN. Black & Decker and its Affiliates shall provide any notices to the employees xx xxx Glass Machinery Business that may be required under any Applicable Law, including but not limited to WARN or any similar state or local law, with respect to events that occur up to and including the day prior to the Closing Date. Buyer and its Affiliates shall provide any such notices to Active Employees with respect to events that occur as a result of the Closing, and to Transferred Employees with respect to events that occur on and after the Closing Date. Buyer shall not take any action on or after the Closing that would cause any termination of employees by Black & Decker and its Affiliates or by a Glass Machinery Share Company that xxxxx prior to the Closing Date to constitute a "plant closing" or "mass layoff" under WARN or any similar state or local law, or create any liability to Black & Decker or its Affiliates for employment termination under Applicable Xxx.
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Related to Termination and Plant Closing Notices; WARN

  • Company Closing Deliveries At the Closing, the Company shall deliver, or cause to be delivered, to the Purchaser 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

  • Additional Closing Deliveries At each Closing, the Company shall deliver or cause to be delivered to the Investor the following (the“Company Deliverables”):

  • Buyer’s Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following:

  • Post-Closing Deliveries (a) The Borrower hereby agrees to deliver, or cause to be delivered, to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the items described on Schedule 5.15 hereof on or before the dates specified with respect to such items, or such later dates as may be agreed to by, or as may be waived by, the Administrative Agent in its sole discretion.

  • Buyer Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following:

  • Other Closing Deliveries The Borrower shall have delivered the other closing deliverables set forth in Section 3.2.

  • Purchaser’s Closing Deliveries At the Closing, the Purchaser shall deliver or cause to be delivered to the Vendor the following documents and payments:

  • Closing Deliveries by Buyer At the Closing, Buyer shall deliver or cause to be delivered to Seller:

  • Seller’s Closing Deliveries At the Closing, Seller shall deliver or cause to be delivered the following:

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