WARN Act, Etc Sample Clauses

WARN Act, Etc. Since December 31, 2007, no Acquired Company has implemented any plant closing or mass layoff of employees that could implicate (i) the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), or (ii) any labor notice, bargaining obligation or consultation requirement of any Law or labor agreement (collectively with the WARN Act, the “Labor Rights Requirements”).
Sample 1
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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 subsidiaries 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.
Sample 1
WARN Act, Etc. Buyer agrees to provide any required notice under any WARN Laws and to otherwise comply with any such statute with respect to any “plant closing” or “mass layoff’ (as defined in WARN Laws) or similar event affecting employees and occurring or arising after the Closing Date. Buyer shall indemnify and hold harmless Parent and its subsidiaries with respect to any liability under any WARN Laws or other similar applicable law arising from the actions (or inactions) of Buyer or its Affiliates after the Closing Date. Parent shall indemnify and hold harmless Buyer with respect to any liability under any WARN Laws arising from the actions (or inactions) of Parent or its subsidiaries on or before the Closing Date.
Sample 1
WARN Act, Etc. U.S. Buyer agrees to provide any required notice under the Worker Adjustment and Retraining Notification Act of 1988, as amended, and any similar, applicable state Law (“WARN”), 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 WARN) or similar event affecting U.S. Business Employees, a majority of which are U.S. New Buyer Employees, occurring on or after the Closing Date or arising as a result of the transactions contemplated hereby. Seller shall be responsible for providing all severance benefits, including those required by WARN with respect to current or former U.S. Business Employees (including any U.S. New Buyer Employees), who become entitled to severance benefits (if any) as of, or prior to, their termination of employment hereunder, in accordance with Seller’s then existing applicable severance program (if any) or WARN. The Parties agree to take such actions, after the date hereof and as are necessary to determine whether any non-U.S. Law has a similar effect as WARN or an similar law, and the Parties will agree to allocate their obligations with respect to any such non-U.S. Law in a manner similar to the obligations described in the preceding sentences of this Section 9.3(h)(iv).
Sample 1

Related to 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.

  • 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.

  • 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, “

  • 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.

  • 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.

  • Affected Employees Affected Employees" shall mean employees of the Seller who are employed by Buyer immediately after the Closing Date.

  • Employee Matters and Benefit Plans 12 2.12 Receivables........................................................................................16 2.13

  • 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.

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