U.S. WARN Act, Etc Sample Clauses

U.S. WARN Act, Etc. Buyer agrees to provide any required notice under the WARN Act and any other similar applicable U.S. law and to otherwise comply with any such statute with respect to any “plant closing” or “mass layoff’ (as defined in the WARN Act) or similar event affecting employees and occurring on or within 90 days after the Closing Date. Provided that on or before the Closing Date, PKI provides Buyer with a list, by date and location, of employee layoffs implemented by PKI and its subsidiaries with respect to employees of the Business during the ninety (90) day period preceding the Closing Date, Buyer shall indemnify and hold harmless PKI and its subsidiaries with respect to any liability under the WARN Act or other similar applicable U.S. law arising from the actions (or inactions) of Buyer or its Affiliates on or after the Closing Date.
Sample 1Sample 2
AutoNDA by SimpleDocs
U.S. WARN Act, Etc. Buyer or its applicable Affiliate (including the Acquired Companies, after the Closing) shall provide any required notice under the Worker Adjustment and Retraining Notification Act (“WARN”) and any other similar applicable U.S. state or local Law and otherwise comply with any such statute with respect to any “plant closing” or “mass layoff’ (as defined in WARN) or similar event affecting New Buyer Employees in the United States and occurring after the Closing. Subject to the following sentence, Buyer or its applicable Affiliate shall indemnify and hold harmless PKI and its Affiliates with respect to any liability arising from Buyer’s or its applicable Affiliate’s failure to comply with WARN or other similar applicable U.S. state or local Law with respect to any employment losses affecting New Buyer Employees in the United States after the Closing. On the Closing Date, PKI shall provide to Buyer a complete and accurate list which includes (i) all “employment losses” within the Business, as that term is defined in WARN, which occurred in the 90 calendar days preceding the Closing Date (including the employing entity, employment site and date of each such employment loss), (ii) any Business Employees who, as of the Closing Date, are furloughed or on temporary layoff (including the employing entity, employment site and date of commencement of such furlough or layoff), and (iii) any Business Employees who as of the Closing Date are working on a schedule of reduced hours by more than 50% (including the employing entity, employment site and date of commencement of such reduction), in each case with respect to persons employed or formerly employed in the United States. PKI and its Affiliates shall provide any required notice under WARN and any other similar applicable U.S. state or local Law and otherwise comply with any such statute with respect to any “plant closing” or “mass layoff” (as defined in WARN) or similar event affecting any employees of the Asset Sellers and occurring prior to or as of the Closing (including as a result of the transactions contemplated by this Agreement). PKI and its Affiliates shall indemnify and hold harmless Buyer and its Affiliates (including the Acquired Companies, after the Closing) with respect to any liability arising from PKI’s or any Asset Sellers’ failure to comply with WARN with respect to any employment losses that occur prior to or as of the Closing (including as a result of the transactions contemplated by this Agreeme...
Sample 1Sample 2
U.S. WARN Act, Etc. Celestica Oregon agrees to comply with WARN and any other similar applicable law with respect to any “plant closing” or “mass layoff’ (as defined in WARN) or similar event affecting employees. Xxxxxx has, as of the Closing Time, provided the Buyers with a schedule of all employees of Xxxxxx (with respect to the Business) and the Business Subsidiaries whose employment was terminated by Xxxxxx or the Business Subsidiaries, within ninety (90) days of the Closing Time. The Buyers shall, joint and severally, indemnify and hold harmless Xxxxxx and its subsidiaries with respect to any liability under WARN or other similar applicable law arising from the actions (or in actions) of Celestica Oregon or one of the Buyers’ Affiliates on or after the Closing Time or arising as a result of the transactions contemplated hereby.
Sample 1
U.S. WARN Act, Etc. Buyer agrees to provide any required notice under the WARN Act and any other similar applicable state, local and foreign Laws and to otherwise comply with any such statute with respect to any “plant closing” or “mass layoff” (as defined in the WARN Act) affecting New Buyer Employees and occurring on or within 90 days after the Closing Date. Provided that on or before the Closing Date, GB Ltd. provides Buyer with a list, by date and location, of employee layoffs implemented by GB Ltd. and its subsidiaries (including the Acquired Companies) with respect to employees of the AS&O Business during the ninety (90) day period preceding the Closing Date, Buyer shall indemnify and hold harmless GB Ltd. and its subsidiaries with respect to any liability under the WARN Act or other similar applicable state, local and foreign Laws arising from the actions (or inactions) of Buyer or its Affiliates on or after the Closing Date.
Sample 1
U.S. WARN Act, Etc. Buyer agrees to provide any and all required notices under the Worker Adjustment and Retraining Notification Act (“WARN”) and any other similar applicable Law and to otherwise comply with any such Law with respect to any “plant closing” or “mass layoff’ (as defined in WARN) or similar termination of employment event under applicable Law affecting employees and occurring on or after the Closing Date. Buyer shall indemnify and hold harmless PKI and its Subsidiaries with respect to any liability (including any fees, penalties, and interest) under WARN or other similar applicable Law that any Business Subsidiary may incur or be assessed arising from the actions (or inactions) of Buyer or its Affiliates on or after the Closing Date.
Sample 1
U.S. WARN Act, Etc. Prior to the Closing Date, Seller shall remain liable and responsible for compliance with, as well as any liability which may exist under, WARN, with respect to the termination of any current or former employee of Seller prior to the Closing Date, and Seller shall indemnify and hold harmless Buyer form and against all losses, claims, damages, costs and attorney’s fees arising with respect thereto. From and after the Closing Date, Buyer assumes responsibility for compliance with, as well as an liability which may exist or arise out of WARN on account of any New Buyer Employee terminated after the Closing Date and Buyer shall indemnify and hold harmless Seller from and against all losses, claims, damages, costs and attorney’s fees arising with respect thereto.
Sample 1
U.S. WARN Act, Etc. Seller shall provide any required notice under the Worker Adjustment and Retraining Notification Act (“WARN”) for events affecting Employees and occurring before the Closing Date. Buyer shall provide any required notice under WARN affecting the New Buyer Employees and occurring on or after the Closing Date. Buyer shall indemnify and hold harmless Seller and its Affiliates with respect to any liability under WARN or other similar applicable law arising from the actions (or inactions) of Buyer or its Affiliates on or after the Closing Date or arising as a result of the transactions contemplated hereby. From and after the Closing until the date that is 90 days after the Closing Date, Buyer shall not terminate any New Buyer Employee (other than for cause) in a manner that would trigger any obligation under WARN.
Sample 1
AutoNDA by SimpleDocs
U.S. WARN Act, Etc. Buyer agrees to provide any required notice under the Worker Adjustment and Retraining Notification Act (“WARN”) and any other similar applicable Law and to otherwise comply with any such statute with respect to any “plant closing” or “mass layoff’ (as defined in WARN) or similar event affecting any employees and arising or occurring on or after the Closing Date or arising as a result of the transactions contemplated hereby. Buyer shall indemnify and hold harmless GSI and its subsidiaries and shall assume as and Assumed Liability, any liability under WARN or other similar applicable Law arising from or relating to the actions (or inactions) of Buyer or its Affiliates after the Closing Date, but excluding liabilities triggered by layoffs implemented by any Seller following the Closing Date, which liability shall be the responsibility of GSI. On or before the Closing Date, GSI shall deliver to Buyer a list of any Business Employee layoffs, by location, implemented by GSI in the 90-day period preceding the Closing Date.
Sample 1
U.S. WARN Act, Etc. Buyer agrees to provide any required notice under the Worker Adjustment and Retraining Notification Act (“WARN”) and any other similar applicable law and to otherwise comply with any such statute with respect to any “plant closing” or “mass layoff’ (as defined in WARN) or similar event affecting employees and occurring on or after the Closing Date or arising as a result of the transactions contemplated hereby. Buyer shall indemnify and hold harmless Seller and its Affiliates with respect to any liability under WARN or other similar applicable law arising from the actions (or in actions) of Buyer or its Affiliates on or after the Closing Date or arising as a result of the transactions contemplated hereby.
Sample 1

Related to U.S. WARN Act, Etc

  • WARN Act Split-Off Subsidiary does not have a sufficient number of employees to make it subject to the Worker Adjustment and Retraining Notification Act.

  • Welfare Plans (a) For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under the employee welfare benefit plans of Buyer and its affiliates providing benefits to any Acquired Employees after the Closing (the “New Welfare Plans” ), each Acquired Employee shall subject to applicable Law and applicable tax qualification requirements be credited with his or her years of service with Knight Ridder or its affiliates, including the Acquired Companies and their Subsidiaries, before the Closing, to the same extent as such Acquired Employee was entitled, before the Closing, to credit for such service under any similar employee benefit plan in which such Acquired Employee participated or was eligible to participate immediately prior to the Closing, provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits. In addition, and without limiting the generality of the foregoing, (A) each Acquired Employee shall be immediately eligible to participate, without any waiting time, in any and all New Welfare Plans if such Acquired Employee participated immediately before the consummation of the transactions contemplated by this Agreement in a comparable type of welfare benefit plan of a Seller Entity (such plans, collectively, the “Old Plans” ), and (B) for purposes of each New Welfare Plan providing medical, dental, pharmaceutical and/or vision benefits to any Acquired Employee, Buyer, or, as applicable, an Acquired Company, shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Welfare Plan to be waived for such Acquired Employee and his or her covered dependents, unless such conditions would not have been waived under the comparable plans of Knight Ridder or its affiliates, including the Acquired Companies and their Subsidiaries, in which such Acquired Employee participated immediately prior to the Closing and Buyer shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Welfare Plan begins to be taken into account under such New Welfare Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Welfare Plan.

  • Health and Welfare Benefit Plans During the Employment Period, Executive and Executive’s immediate family shall be entitled to participate in such health and welfare benefit plans as the Employer shall maintain from time to time for the benefit of senior executive officers of the Employer and their families, on the terms and subject to the conditions set forth in such plan. Nothing in this Section shall limit the Employer’s right to change or modify or terminate any benefit plan or program as it sees fit from time to time in the normal course of business so long as it does so for all senior executives of the Employer.

  • Pension and Welfare Plans During the twelve-consecutive-month period prior to the Closing Date and prior to the date of any Credit Extension hereunder, no steps have been taken to terminate any Pension Plan, and no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA. No condition exists or event or transaction has occurred with respect to any Pension Plan which might reasonably be expected to result in the incurrence by the Borrowers or any member of the Controlled Group of any material liability, fine or penalty. Except as disclosed in Item 6.11 of the Disclosure Schedule, neither any Borrower nor any member of the Controlled Group has any contingent liability with respect to any post-retirement benefit under a Welfare Plan, other than liability for continuation coverage described in Part 6 of Title I of ERISA.

  • Health and Welfare Plans (i) All Liabilities relating to, arising out of, or resulting from health and welfare coverage or claims incurred by or on behalf of each Transferred System Employee under any Time Warner Cable Benefit Plan that is a health or welfare plan within the meaning of Section 3(1) of ERISA (each a "Time Warner Cable Health or Welfare Plan") prior to the Closing shall be Liabilities of Holdco or one of its Affiliates to the extent such Liabilities are reflected in the Closing Net Liabilities Amount used in calculating the Final Adjustment Amount.

  • Company Employee Plans (a) Part 3.19(a) of the Disclosure Schedule sets forth a complete and accurate list of each material Company Employee Plan. For purposes of this Agreement, “

  • Employee Matters; ERISA 15 Section 4.11

  • Employees, Labor Matters, etc Except as set forth in the Financial Statements, neither the Company nor any of the Subsidiaries is a party to or bound by, and none of their employees is subject to, any collective bargaining agreement, and there are no labor unions or other organizations representing, purporting to represent or attempting to represent any employees employed by the Company or any of the Subsidiaries. There has not occurred or been threatened any material strike, slow down, picketing, work stoppage, concerted refusal to work overtime or other similar labor activity with respect to any employees of the Company or any of the Subsidiaries. There are no labor disputes currently subject to any grievance procedure, arbitration or litigation and there is no representation petition pending or threatened with respect to any employee of the Company or any of the Subsidiaries. The Company and the Subsidiaries have complied with all applicable Laws pertaining to the employment or termination of employment of their respective employees, including, without limitation, all such Laws relating to labor relations, equal employment opportunities, fair employment practices, prohibited discrimination or distinction and other similar employment activities; except for any failure to comply that, individually and in the aggregate, is not reasonably likely to result in any Company Material Adverse Effect.

  • Retirement and Welfare Plans Executive shall participate in employee retirement and welfare benefit plans made available to the Company’s senior level executives as a group or to its employees generally, as such retirement and welfare plans may be in effect from time to time and subject to the eligibility requirements of the plans. Nothing in this Agreement shall prevent the Company from amending or terminating any retirement, welfare or other employee benefit plans or programs from time to time as the Company deems appropriate.

  • Seller Benefit Plans Unless otherwise provided under the terms of the applicable Employee Benefit Plan or the Transition Services Agreement, effective as of 12:01 a.m. on the Applicable Closing Date, each Employee shall cease all active participation in and accrual of benefits under the Employee Benefit Plans that are not Assumed Benefit Plans (such Employee Benefit Plans, along with any other benefit or compensation plan, program, policy or arrangement at any time sponsored, maintained, contributed to or required to be contributed to by any of the Sellers, the Transferred Subsidiaries or any of their respective ERISA Affiliates, the “Retained Benefit Plans”). The Assumed Benefit Plans are set forth in Section 6.02 of the Disclosure Schedule). Sellers and their affiliates (other than any of the Transferred Subsidiaries) shall retain or assume all liabilities and obligations under or with respect to the Retained Benefit Plans, whether arising before, on or after the Applicable Closing Date (such liabilities and obligations shall be deemed Retained Liabilities for all purposes under this Agreement notwithstanding any other provision of this Agreement), and neither Purchaser nor any of its affiliates (including, after the Applicable Closing Date, any of the Transferred Subsidiaries) shall sponsor, contribute to or maintain, or have any liability with respect to, any of the Retained Benefit Plans, other than the Purchaser Retention Payment described in Section 6.11 hereof. Without limiting the generality of the foregoing, (a) any employee or former employee working in the Business who (i) as of the Applicable Closing Date is receiving or eligible to receive short-term disability benefits under a Retained Benefit Plan, or (ii) as of the Applicable Closing Date is receiving or is in an eligibility waiting or exclusion period for purposes of receiving long-term disability benefits under a Retained Benefit Plan, shall become eligible or continue to be eligible, as applicable, to receive such benefits under a Retained Benefit Plan and (b) Sellers and their affiliates (other than the Transferred Subsidiaries) will assume or retain any obligations under Section 4980B of the Code, Part 6 of Subtitle B of Title I of ERISA, or similar state Law (“COBRA”) with respect to employees and any other qualified beneficiaries (i) who are enrolled in COBRA continuation coverage under a Retained Benefit Plan as of the Applicable Closing Date, or (ii) with respect to whom a COBRA qualifying event occurred on or prior to the Applicable Closing Date. Following the Applicable Closing Date, each Transferred Employee shall be permitted to elect to take distribution (subject to applicable Law) of his or her vested accounts under any Retained Benefit Plan that is a U.S. tax-qualified defined contribution plan and, if a Transferred Employee so elects, to roll them over, directly or otherwise, in accordance with applicable Law, to an individual retirement account or to a U.S. tax-qualified defined contribution retirement plan established or maintained by Purchaser or a Transferred Subsidiary (the “Buyer U.S. Defined Contribution Plans”), and Purchaser and Sellers shall reasonably cooperate to facilitate the direct rollover of distributions, including loan balances, to the Buyer U.S. Defined Contribution Plans where elected by the Transferred Employee. Effective as of 12:01 a.m. on the Applicable Closing Date, Purchaser shall assume or a Transferred Subsidiary shall retain (as applicable) and honor in accordance with their terms the Assumed Benefit Plans and shall be solely responsible for all liabilities under the Assumed Benefit Plans, whether arising before, on or after the applicable Closing (such liabilities and obligations shall be Assumed Liabilities for all purposes under this Agreement), and Sellers shall not sponsor, contribute to or maintain, or have any liability with respect to, the Assumed Benefit Plans.

Time is Money Join Law Insider Premium to draft better contracts faster.