WARN Act and Severance Prior to the Closing Sample Clauses

WARN Act and Severance Prior to the Closing. Purchaser shall deliver to Sellers a written indication of how many of Sellers' existing employees (other than Service Employees), on an entity-by-entity basis, Purchaser intends to employ on an "at will" basis following the consummation of the acquisition (the "EMPLOYEE RETENTION COMMITMENT"). Sellers will rely on this information to determine whether and to what extent they may have obligations under the Worker Adjustment and Retraining and Notification Act, 29 U.S.C. ss. 2101 et seq. ("WARN ACT"), as a result of any decision by Purchaser not to employ all of Sellers' existing employees (other than Service Employees). The Employee Retention Commitment shall constitute a binding agreement by Purchaser (a) to offer at closing employment on an "at will" basis to the number of existing employees set forth therein (provided that such number shall be reduced to reflect voluntary attrition and terminations by Sellers prior to Closing) and (b) to adopt and retain Sellers' severance policy with respect to those employees of Sellers (other than Service Employees) actually employed by Purchaser at Closing, which policy shall be maintained for a period not less than 180 days following the Closing ("180-DAY COMMITMENT"), in each case subject to the Closing of the transactions contemplated herein. Any WARN Act obligations, and any obligations under the Sellers' existing severance policy with respect to existing employees of the Sellers that are not offered employment by Purchaser (other than Service Employees and employees of Sellers who voluntary terminate employment or are terminated by Sellers prior to the Closing) on the terms set forth in the Outsource International, Inc. Retention and Severance Payment Plan and Summary Plan Description ("PLAN") which Sellers have previously furnished to Purchaser, resulting from the transactions contemplated hereunder shall be the sole responsibility of Purchaser and shall be funded to Seller by Purchaser for the benefit of such employees not offered employment at Closing to the extent then due and payable (and thereafter as and when due and payable), without any reduction to the consideration to be received by Sellers for the Purchased Assets on account of any such obligations; provided that as to any of Sellers' employees (other than Service Employees and other than the six executives previously identified by Sellers to Purchaser), so long as such employee is offered employment on terms substantially similar to those applicabl...
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Related to WARN Act and Severance Prior to the Closing

  • ACTION PRIOR TO THE CLOSING DATE The respective parties hereto covenant and agree to take the following actions between the date hereof and the Closing Date:

  • Termination Prior to Closing This Agreement may be terminated at any time prior to the Closing:

  • Operations Prior to the Closing Date (a) Seller shall use its commercially reasonable efforts to, and to cause the Companies to, operate and carry on the Business in the ordinary course and substantially as operated immediately prior to the date of this Agreement. Consistent with the foregoing, Seller shall use its commercially reasonable efforts, and shall cause the Companies to use their commercially reasonable efforts, consistent with good business practice, to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business.

  • Conditions to the Obligation of the Company to Consummate the Closing The obligation of the Company to consummate the Closing and to issue and sell to the Investor the Shares to be purchased by it at the Closing is subject to the satisfaction of the following conditions precedent:

  • Conduct Prior to the Closing Date Section 7.1 Conduct of Business by the Company and the Company Subsidiaries. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, the Company shall, and shall cause each of the Company Subsidiaries to, use its commercially reasonable efforts to preserve intact its respective business organizations and maintain satisfactory relationships with licensors, suppliers, distributors, clients and others having business relationships with them, and conduct its respective operations (including its respective working capital and cash management practices) in the ordinary course of business in all material respects, except: (w) to the extent that SPAC shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed); (x) as required by Applicable Law (including COVID-19 Measures or as may be requested or compelled by any Governmental Entity) or as reasonably necessary or prudent in light of COVID-19 or COVID-19 Measures; (y) to the extent of any Emergency Action; or (z) as required, contemplated or expressly permitted by this Agreement, any Market Access Agreement or the Company Disclosure Letter. Without limiting the generality of the foregoing, except as required, contemplated or expressly permitted by the terms of this Agreement, any Market Access Agreement or the Company Disclosure Letter, or as required by Applicable Law (including COVID-19 Measures or as may be requested or compelled by any Governmental Entity), or as reasonably necessary or prudent in light of COVID-19 or COVID-19 Measures or to the extent of any Emergency Action, without the prior written consent of SPAC (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, the Company shall not, and shall cause the other Group Companies not to, do any of the following:

  • Conditions to the Closing On or before the Closing Date, the Trust Depositor shall deliver or cause to be delivered the following documents to the Owner Trustee and the Indenture Trustee:

  • Events Prior to Closing (a) Upon execution hereof or as soon thereafter as practical, management of AAI and QMT shall execute, acknowledge and deliver (or shall cause to be executed, acknowledged and delivered) any and all certificates, opinions, financial statements, schedules, agreements, resolutions, rulings or other instruments required by this Agreement to be so delivered, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby, subject only to the conditions to Closing referenced hereinbelow.

  • Conditions to the Closing Date The obligations of each Bank to make the Loans contemplated by subsections 2.1 and 2.2 and of the Issuing Bank to issue Letters of Credit contemplated by subsection 3.1 shall be subject to the compliance by the Company with its agreements herein contained and to the satisfaction, on or before October 1, 2004, of the following conditions:

  • OBLIGATIONS PRIOR TO CLOSING From the date of this Agreement through the Closing:

  • COVENANTS PRIOR TO CLOSING 37 7.1 Access and Cooperation; Due Diligence...........................37 7.2 Conduct of Business Pending Closing.............................38 7.3

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