WARN. Notwithstanding anything set forth in this Agreement to the contrary, none of the transactions contemplated by or undertaken by this Agreement is intended to and shall not constitute or give rise to an “employment loss” or employment separation within the meaning of the federal Worker Adjustment and Retraining Notification (WARN) Act, or any other federal, state, or local law or legal requirement addressing mass employment separations.

WARN. The parties acknowledge their mutual understanding and intent that because of Buyer’s obligation to offer employment to each Business Employee pursuant to Section 2.1 hereof, the termination of such Business Employees upon the closing of the transactions contemplated by the Asset Purchase Agreement shall not constitute a “plant closing” or “mass layoff” within the meaning of the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar state or local law. Accordingly, Buyer shall be solely responsible and agrees to indemnify and hold Seller harmless for any Losses under WARN or any similar state or local law arising out of Buyer’s failure to offer employment to all of the Business Employees pursuant to Section 2.1 hereof. Buyer further agrees that it shall be solely responsible for any liability under WARN or any similar state or local law for any terminations of Transferred Employees occurring on or after the Closing Date.

WARN. The Buyer shall indemnify the Sellers and their Affiliates and defend and hold each of them harmless from and against any Losses which may be incurred by any of them under WARN, or any state plant closing or notification law or otherwise, arising out of, or relating to, any actions taken by the Buyer or the Company on or after the Closing Date.

WARN. Neither the Company nor any of its Subsidiaries shall effectuate a 'plant closing' or 'mass layoff', as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988 or similar state law ('WARN') affecting in whole or in part any site of employment, facility, operating unit or employee of the Company or any subsidiary, without the prior written consent of MergerCo or its affiliates in advance and without complying with the notice requirements and other provisions of WARN. ARTICLE VII

WARN. Neither the Company nor any of its Subsidiaries shall effectuate a "plant closing" or "mass layoff," as those terms are defined in WARN, affecting in whole or in part any site of employment, facility, operating unit or employee of the Company or any Subsidiary, without notifying Parent in advance and without complying with the notice requirements and other provisions of WARN and any similar state or local law.

WARN. Except as described in Section 7.1 of the Spinco Disclosure Letter, neither Xxxxxx (with respect to the Spinco Business only), Spinco nor Hanover shall, at any time within the 90-day period prior to the Effective Time, effectuate a “plant closing” or “mass layoff” as those terms are defined in WARN or any state or local law, affecting in whole or in part any site of employment, facility, operating unit or employee of Spinco or Hanover, without notifying the other in advance and without complying with the notice requirements and all other provisions of WARN and any state or local law.

WARN. (a) Neither the Sellers nor the Company shall, at any time within the 90-day period prior to the Closing Date, effectuate a "plant closing" or "mass layoff" as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988, as amended, ("WARN") or any state law, affecting in whole or in part any site of employment, facility, operating unit or employee of the Sellers without notifying Buyer in advance and without complying with the notice requirements and all other provisions of WARN and any similar state law. (b) Buyer agrees that between the Closing Date and a period ninety (90) calendar days thereafter it will comply with WARN in all respects and, with respect to the Company, not effect a "plant closing" or "mass layoff" as those terms are defined in WARN without complying with the notice requirements and all other provisions of WARN and any applicable state law.

WARN. The Purchaser shall be responsible for any obligation with respect to employees of the Pershing Companies under the Worker Adjustment Retraining and Notification Act of 1988 and any applicable state or local Law equivalent (collectively, the “WARN Act”) arising or accruing on and after the Closing Date. The Seller shall be responsible for any obligation with respect to employees of the Pershing Companies under the WARN Act arising or accruing before the Closing Date. The parties agree to cooperate in good faith to determine whether any notification to employees of the Pershing Companies may be required pursuant to the WARN Act before the Closing Date.

WARN. (a) The Qwest Parties agree that, from the later of (i) the date of this Agreement, and (ii) the date that is 90 days prior to Closing, none of them will effectuate a "plant closing" or "mass layoff" as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988 (the "WARN ACT") or any similar state or local statute, rule or regulation, with respect to the Xxxxxx Transferred Business, without notifying Buyer in advance and without complying with the notice requirements and all other provisions of the WARN Act and any similar state or local statute, rule or regulation. (b) Buyer agrees that upon Closing and within a period of 90 days thereafter, it will not effectuate a "plant closing" or "mass layoff" as those terms are defined in the WARN Act or any similar state or local statute, rule or regulation, with respect to the Xxxxxx Transferred Business, without notifying the Qwest Parties in advance and without complying with the notice requirements and all other provisions of the WARN Act and any similar state or local statute, rule or regulation.

WARN Sample Clauses

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