WARN Act Notices. Any notice required under the Federal Workers Adjustment and Retraining Notification Act (“WARN Act”) that is, has been or will be required of Seller or any Seller Entity to its employees or former employees by reason of its acts prior to the Closing or by reason of the consummation of the Closing has been given by either Seller or a Seller Entity and Seller and each Seller Entity shall be responsible for any liability arising under the WARN Act in connection with this transaction.
WARN Act Notices. TSH agrees that, upon IBKC’s written request, it shall provide a notification under the WARN Act for any TSH employee terminations or layoffs following the Effective Date. IBKC shall indemnify, hold harmless and defend TSH from and against any and all claims, lawsuits, costs (including reasonable attorneys’ fees) and liabilities suffered by TSH as a result of any notice to TSH employees at IBKC’s request.
WARN Act Notices. The Sellers shall indemnify and hold harmless Purchaser and its Affiliates from all costs, liabilities and expenses, including, without limitation, reasonable attorneys fees, incurred by Purchaser or any of its Affiliates as a result of any violation of, or failure to comply with, the WARN Act based on the transaction contemplated by this Agreement. For purposes of the WARN Act and this Section 6.1(b), "Closing Date" shall mean the "effective date" of the transaction contemplated by this Agreement, as defined in the WARN Act. Notwithstanding the foregoing, prior to the Closing Date, Purchaser shall have the right to negotiate terms of employment with non-union represented individuals to become effective immediately after the Closing with such employees of Sellers as is determined by Purchaser in its sole discretion.
WARN Act Notices. Seller shall provide any notices required under the WARN Act at least sixty (60) days prior to the Closing Date.
WARN Act Notices. At any time prior to Closing, following notice by the Buyer that it does not intend to keep a location open following the Closing, Sellers shall promptly analyze whether WARN Act notices are required to be sent to the Employees of such locations and, if Sellers determine that WARN Act notices are required to be sent, Sellers shall promptly send such WARN Act notices.
WARN Act Notices. As soon as practicable following the date hereof, and to any event no more than 15 days from that date of this Agreement, the Company will (i) deliver a notice of "plant closing," compliant with the WARN Act and expressly approved in writing by the Parent, to each Employee and any other individual entitled to specific notice of the Company's or any Company Subsidiary's implementation of a "plant closing" under 20 C.F.R. 639.3. and (ii) deliver appropriate and effective notices of the closing of the Company's Canadian facility, compliant with any and all Canadian or Quebec provincial laws similar to the WARN Act and expressly approved in writing by Parent, to the Quebec Ministry of Labor, to each affected Employee, and to any other entity with respect to which such notice is required or recommended under applicable law.
WARN Act Notices. Sellers shall be responsible for providing any notices required under the Worker Adjustment and Retraining Notification Act (the "WARN ACT"), and shall hold harmless and indemnify Purchasers from and against any liability or damages resulting from Sellers' failure to comply with the WARN Act.
WARN Act Notices. Based on the representation and warranty of the Company in Section 2.31, the parties agree that WARN Act notices will not be required in connection with the Closing or in connection with Buyer's exercise of the Transition Options.
WARN Act Notices. Any notice required under the WARN Act that is or has been required of such Seller to its employees or former employees by reason of its acts prior to the date hereof has been or will be given by such Seller.
WARN Act Notices. Following such time as the Purchaser Parties have communicated to any Designated Employee their intent to terminate such Designated Employee’s employment after the Effective Time and whether such Designated Employee will receive severance payments, the Company agrees that it shall, at the written request of Parent, cause to be delivered to (i) such Designated Employee of the Company, any of its Subsidiaries, or any third party manager of any property owned by the Company, and (ii) any governmental official(s) designated by Parent, a notice pursuant to WARN or any similar state or local “mass layoff” or “plant closing” law, including any supplemental notices thereunder. The Company shall deliver such notice(s) in a form request by Parent within two (2) business days’ of Parent’s request, regardless whether before or after the Company Shareholder Approval is obtained. The Company agrees to reasonably cooperate with Parent as necessary to ensure compliance with WARN and any similar state or local “mass layoff” or “plan closing” law. Parent shall upon request by the Company advance to the Company all reasonable out-of-pocket costs to be incurred by the Company or, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company in connection with any actions taken by the Company in accordance with this Section 7.17 (including reasonable fees and expenses of its Representatives).
