WARN Act Liability. The Company and the Associated Subsidiaries shall be responsible for any claims or liabilities relating to the Worker Adjustment and Retraining Notification Act, 29 U.S.C. Sections 2101-2109 (the "WARN Act") which arise in connection with the Business or the Employees prior to the Closing Date (whether or not filed prior to the Closing Date) or arise as a result of the transactions contemplated by this Agreement (exclusive of any action taken by or on behalf of CNCO after the Closing).
WARN Act Liability. Sellers shall be solely responsible for any obligations under the Worker Adjustment and Retraining Notification Act of 1988, 29 U.S.C. §2101 et seq. (the “WARN Act”), or under any similar provision of any federal, state, provincial, regional, foreign or local Law, rule or regulation that might arise on or prior to the Closing Date, or as a consequence of the transactions contemplated by this Agreement, including, without limitation, providing any notice of layoff or plant closing, or maintaining the Employees on Sellers’ payroll for any period of notice required by the WARN Act. Sellers shall retain all Liabilities, if any, for any severance or termination costs relating to Employees who, on or at the Closing Date, experience a termination of employment by Sellers as a result of the transactions contemplated by this Agreement.
WARN Act Liability. Sellers shall pay and be solely liable for all liability under the Worker Adjustment and Retraining Notification Act ("WARN Act"), in each case, arising from any act or omission of Sellers on or before the Closing Date. Buyer shall pay and be solely liable for all liability under the WARN Act, in each case, arising from any act or omission of Buyer or its Affiliates after the Closing Date.
WARN Act Liability. After the Closing Date, Purchaser shall ------------------ assume responsibility and liability for any mass layoffs or plant closings that trigger the notice requirement of WARN.
WARN Act Liability. Buyer acknowledges that, in light of Buyer’s intention to continue operation of the Hotel with substantially the same staff after Closing and the Parties’ desire for a prompt Closing, it is Buyer’s interest that Seller not take the precautionary step of giving Hotel Employees notice of possible termination of employment at the Hotel under the WARN Act. Accordingly, Seller shall not give such notice with respect to the sale of the Hotel to Buyer, and Buyer shall Indemnify Seller and Hotel Employer from and against any and all Claims arising out of any real or alleged violation of the WARN Act for failure to give such notice to the extent based on Buyer’s failure, on and after the Closing Date, to offer employment at the Hotel to Eligible Employees in accordance with Section 12.2.1. Notwithstanding anything to the contrary herein, Buyer does not assume and Seller shall Indemnify Buyer for any and all liability caused by Seller’s or Hotel Manager’s failure to disclose the actual number of employment losses experienced at the Hotel in the 90 day period prior to Closing. 12.3
WARN Act Liability. 34 10.5 Undue Hardship to the Investor...........................34 ARTICLE XI SURVIVAL AND INDEMNIFICATION
WARN Act Liability. Landlord and Tenant agree that Tenant shall hire or cause to be hired, effective at and upon Commencement Date, and will maintain or cause to be maintained (other than upon good cause) for a period of at least ninety (90) days after Commencement Date, the employment at the Casino and/or the Casino Back-of-the-House Areas, on terms and conditions reasonably comparable to those in effect on the date hereof, of a number of the Patch Tenant’s employees who were employees immediately before the Commencement Date, which is not less than: (i) sixty-eight percent (68%) of the employees who were employed by the Patch Tenant as of the Commencement Date at the Casino and/or the Casino Back-of-the-House Areas; plus (ii) the number of employees discharged by the Patch Tenant (other than for good cause) during the term of the Patch Lease. To the extent that Tenant fails to comply with any of the foregoing covenants, Tenant agrees that it shall be responsible for the payment of any and all costs, charges, penalties, compensation, severance pay, and liabilities arising under the WARN Act and Tenant agrees to indemnify, defend and hold Landlord harmless from and against any and all claims, causes of action, judgments, damages, penalties and liabilities asserted under the WARN Act whether against Landlord or Tenant, arising from Tenant’s failure to comply with the foregoing covenants.
WARN Act Liability. Buyer will not, within sixty (60) days after the Effective Time, cause any "plant closing" or "mass layoff" at the Business, as such actions are defined in the Workers Adjustment and Retraining Act of 1988, unless all notices, as required by such Act, have been given not less than sixty (60) days prior to such plant closing or mass layoff. Buyer further agrees that Buyer will not incur, and will indemnify Seller against, any liability incurred under such Act by reason of actions or omissions of Buyer after the Closing Date with respect to employees of the Business.
WARN Act Liability. Buyer acknowledges and agrees that as of ------------------ the Closing Date, Buyer is considered for purposes of the Worker Adjustment and Retraining Notification Act ("WARN Act") the employer of the Hired Employees and that Buyer, and not Sellers, shall thereafter be responsible for complying with the WARN Act with respect to the Hired Employees. Prior to and on the Closing Date, none of the Hired Employees shall be, nor shall they be deemed to be, terminated as a result of the transactions contemplated by this Agreement. Buyer shall indemnify and hold Sellers harmless from and against all losses incurred, paid or required under penalty of law to be paid by Sellers resulting from any compliance obligations of Buyer, including without limitation the obligation to give notice or pay money, under the WARN Act with respect to the termination of any Hired Employee after the Closing Date.
WARN Act Liability. Buyer and Sellers acknowledge and agree that as of the Closing Date, Buyer is considered for purposes of the Worker Adjustment and Retraining Notification Act (“WARN Act”) the employer of the Hired Employees, and that Buyer shall be responsible for complying with the WARN Act with respect to the Hired Employees. Prior to the Closing Date, Sellers shall have the right to give notices under the WARN Act to the employees of the Business. Sellers shall give Buyer the opportunity to review any such notices prior to sending them to its employees. Buyer shall indemnify and hold Sellers harmless from and against all losses incurred, paid or required under penalty of law to be paid by Sellers: (a) resulting from any compliance obligations, including without limitation the obligation to give notice or pay money under the WARN Act with respect to the termination Hired Employee whose employment is terminated on or after the Closing; or (b) resulting from any claims for the Hired Employees, including without limitation claims for cash payments or the continuation of health care or other benefits. Buyer shall not take any action or make any omission after the Closing Date that, in whole or in part, results in liability for Sellers pursuant to the WARN Act or any similar state or local laws. Buyer shall indemnify the Sellers for any and all liabilities arising under the WARN Act or any similar state or local law as a result of the termination of any of the Hired Employees.
