WARN Act Compliance. The Company has complied in all respects with the Worker Adjustment and Retraining Notification Act.
WARN Act Compliance. Buyer shall be responsible for compliance with the notification or other requirements of the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN Act”), with respect to the Affected Employees in connection with actions taken by Buyer on or after the Closing Date. Seller shall be responsible for WARN Act compliance with respect to all other employees of Seller, including the Remaining Employees.
WARN Act Compliance. Within the period of ninety (90) days before the Closing, Sellers shall not, and within the ninety (90) days following the Closing, Buyer shall not: (i) permanently or temporarily shut down a single site of employment, or one or more facilities or operating units within a single site of employment, if the shutdown results in an employment loss during any thirty (30) day period at the single site of employment for fifty (50) or more employees, excluding any part-time employees; or (ii) have a mass layoff at a single site of employment of at least thirty-three percent (33%) of the active employees and at least fifty (50) employees, excluding part-time employees. The terms “single site of employment,” “operating unit,” “employment loss” and “mass layoff” shall be defined as in the Workers Adjustment Retraining and Notification Act (the “WARN Act”). At Closing, Sellers shall provide Buyer a list of all employees who have been terminated during the ninety (90) days prior to the Closing. With respect to terminations of employees following the Closing, Buyer shall be responsible for any notification required under the WARN Act.
WARN Act Compliance. Purchaser agrees to provide any required notice under the Worker Adjustment and Retraining Notification Act, as amended (the “WARN Act”), and any similar Law, and to otherwise comply with the WARN Act and any such other similar Law with respect to any “plant closing” or “mass layoff” (as defined in the WARN Act) or group termination or similar event affecting Transferred Employees (including as a result of the consummation of the transactions contemplated by this Agreement) and occurring from and after the Closing Date. Seller shall comply with the WARN Act or any similar Law with respect to any “plant closing” or “mass layoff” (as defined in the WARN Act) or group termination or similar event affecting Employees and occurring prior to the Closing Date. Provided that on or before the Closing Date, Seller has provided to Purchaser a list of employee layoffs, by date and location, implemented by the Seller in the 90-day period preceding the Closing Date, Purchaser agrees not to take and to cause its Subsidiaries not to take, any action that would create any Liability or penalty to Seller under the WARN Act or any similar Law.
WARN Act Compliance. The parties agree to cooperate in good faith to determine whether any notification may be required under the Worker Adjustment and Retraining Notification Act, as amended (the “WARN Act”), and any similar Law. Purchaser agrees to provide any required notice under the WARN Act, and any similar Law, and to otherwise comply with the WARN Act and any such other similar Law with respect to any “plant closing” or “mass layoff” (as defined in the WARN Act) or group termination or similar event affecting Transferred Employees (including as a result of the consummation of the transactions contemplated by this Agreement) and occurring from and after the Closing. Seller shall comply with the WARN Act or any similar Law with respect to any “plant closing” or “mass layoff” (as defined in the WARN Act) or group termination or similar event affecting Employees (including as a result of the consummation of the transactions contemplated by this Agreement) and occurring prior to the Closing. During the 90-day period immediately following the Closing, Purchaser agrees to not take and to cause its Subsidiaries not to take, any action that would, alone or in the aggregate, cause the termination of any Employee that occurs on or before the Closing Date to constitute a “plant closing” or “mass layoff” or group termination under the WARN Act or any similar Law, or creates any Liability or penalty to Seller for any employment terminations under applicable Law. On the Closing Date, Seller shall notify Purchaser of any “employment loss” (as that term is defined in the WARN Act) of any Employees in the 90-day period prior to the Closing.
WARN Act Compliance. Except as explicitly provided in this Section 9.3(i), Seller and its Affiliates shall be solely responsible for giving all necessary WARN Act notices with respect to employment losses that occur prior to or on the Closing Date (including as a result of the transactions contemplated by this Agreement) with respect to any employees involved in the Business, and Seller and its Affiliates shall be solely responsible for any Liabilities arising from or relating to Seller or its Affiliates’ failure to provide such proper WARN Act notices. Purchaser and its Affiliates shall be solely responsible for giving all necessary WARN Act notices with respect to employment losses experienced by Transferred Employees that occur after the Closing Date, and Purchaser and its Affiliates shall be solely responsible for any Liabilities arising from or relating to Purchaser and its Affiliates failure to provide such proper WARN Act notices. Subject to the following sentence, Purchaser and its Affiliates shall also be solely responsible for WARN Act Liabilities to the extent that Purchaser’s actions in ordering employment losses among the Transferred Employees after the Closing Date result in a retroactive requirement under the WARN Act that Seller or its Affiliates should have given such WARN Act notice prior to the Closing Date. On the Closing Date, Seller shall provide to Purchaser a complete and accurate list which includes (i) all “employment losses” within the Business, as that term is defined in the WARN Act, which occurred in the 90 calendar days preceding the Closing Date (including the 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 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 employment site and date of commencement of such reduction) (the “WARN List”).Short-Term Incentive Compensation. Prior to the Closing Date (or such later date on which such individual becomes a Transferred Employee), Seller shall, or shall cause its Affiliates to, pay
WARN Act Compliance. The Company and its Subsidiaries shall refrain from causing any employees of the Company or its subsidiaries to suffer an “employment loss” (as defined in the WARN Act) in the ninety (90) days prior to the Effective Time; provided, however, that any such “employment loss” resulting from actions taken by the Company or its Subsidiaries with the consent or at the request of the Buyer shall not constitute a breach of this covenant. At the request of the Buyer, the Company or its Subsidiaries, as applicable, shall prepare and deliver any notices required or potentially required pursuant to the WARN Act to effectuate the termination of any employees of the Company or its Subsidiaries identified by the Buyer as of the Effective Time; provided, however, that all such notices shall indicate that the terminations shall be contingent upon the consummation of the Merger.
WARN Act Compliance. Through the Closing Date, Seller shall take all necessary actions to comply with the Federal Workers Adjustment and Retraining Act to the extent applicable. Buyer shall not have any disclosure or announcement obligations under such act with respect to any employees or former employees of Seller, and Seller shall indemnify Buyer and hold Buyer harmless from any action, claim, suit, proceeding or assertion of liability with respect thereto. Seller shall take all necessary actions to comply with Part 6, Subtitle B, of Title I of ERISA with respect to its employees and former employees, and Buyer shall not have any obligations or liability with respect to qualifying events (as defined in Section 603 of ERISA on or before the Closing Date.
WARN Act Compliance. The Purchaser Parties shall cause the Acquired Companies to employ and retain for such period of time following the Closing Date such number of employees of the Acquired Companies as shall be necessary to avoid any liability of Sellers for a violation of the WARN Act, attendant to the Acquired Companies’ (or their Affiliates’) failure to notify employees of a “mass layoff” or “plant closing” (as such terms are defined in the WARN Act). The Purchaser Parties shall be liable and responsible for any notification required under the WARN Act (or under any similar state or local Applicable Laws), and the Purchaser Parties shall indemnify and hold the Seller Indemnified Parties harmless from and against any Losses incurred by any Seller Indemnified Party as a result of any Purchaser Party’s or the Acquired Companies’ failure to comply with the provisions of the WARN Act on or after the Closing Date or any Purchaser Party’s failure to comply with the provisions of this Section 6.6(a).
WARN Act Compliance. Following the Closing Date, Buyer shall comply in all respects with the Worker's Adjustment and Retraining Notification Act, as amended (the "WARN Act"), and shall not take any action which would subject Seller to any disclosure or announcement obligations under the WARN Act with respect to employees of Seller or the Subsidiaries. As of the date hereof, Buyer does not contemplate any "plant closing" or "employee mass layoff," as such terms are used in the WARN Act, with respect to the Business or the Transferred Employees on or before 91 days following Closing.
