WARN Act Notification Sample Clauses

WARN Act Notification. Except as set forth on Schedule 7.16, there have been no “plant closings” or “mass layoffs” within the meaning of the WARN Act at the Healthcare Facilities in the last six (6) years. MHP shall be responsible for all notices required under the WARN Act, shall take all actions necessary to effect compliance with such Act, and will be responsible for any liability under that Act arising from its termination of employment of Employees on or before the Closing Date. In making this warranty, MHP is relying upon the agreement of Purchaser to offer employment to (and, if an offer is accepted, to hire effective as of 12:01A.M. on the Closing Date), Employees, as provided for in Section 5.1 of this Agreement.
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WARN Act Notification. Seller shall, as soon as practicable following the Closing, provide Buyer with a schedule setting forth the name and work location of each employee of the Business who terminated employment within the six month period prior to the Closing Date. In the event of any “plant closing” or “mass layoff” with respect to the Business, as defined by the WARN Act, or any state or local Law equivalent, that shall occur on or after the Closing Date due to any actions taken by Buyer, Buyer shall comply with all of the requirements of the WARN Act and any applicable state and local Law equivalent, and shall assume any and all Liabilities with respect thereto. Buyer shall indemnify and hold harmless Seller with respect to any Liabilities under the WARN Act and similar applicable state and local Laws arising from (i) any actions taken by Buyer with respect to the Transferred Employees on or after the Closing Date (including any Liabilities caused by “employment losses” due to the actions of Buyer with respect to the Transferred Employees on or after the Closing Date that trigger the WARN Act when aggregated with any “employment losses” with respect to the Business on or prior to the Closing Date) or (ii) Buyer’s breach of Sections 8.2 or 8.3 and/or claims by any Employee that Buyer’s Offer pursuant to Sections 8.2 or 8.3 is not sufficiently comparable to avoid an “employment loss” under the WARN Act and similar applicable state and local Laws (including any Liabilities caused by “employment losses” due to the actions of Buyer with respect to the Transferred Employees on or after the Closing Date that trigger the WARN Act when aggregated with any “employment losses” with respect to the Business on or prior to the Closing Date).
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WARN Act Notification. In the event that any liability is incurred under any Laws relating to plant or facility closings as a result of this transaction, the Seller will be solely and exclusively responsible for all obligations and liabilities incurred under such laws relating to this transaction to the extent they result from events occurring as of or before the Effective Date. Except as provided in the preceding sentence, in the event that any liability is incurred under any Laws relating to plant or facility closings for any reason, including this transaction, the Buyer will be solely and exclusively responsible for all obligations and liabilities incurred under such laws.
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WARN Act Notification. Seller shall, as soon as practicable following the Closing, provide Buyer with a schedule setting forth the identification number and work location of each employee of Seller who terminated employment within the ninety (90) day period prior to the Closing Date. In the event of any “plant closing” or “mass layoff” with respect to the Business, as defined by the Worker Adjustment and Retraining Notification Act of 1988, as amended (the “WARN Act”), or any state or local law equivalent, that shall occur after the Closing Date due to any actions taken by Buyer, Buyer shall comply with all of the requirements of the WARN Act and any applicable state and local law equivalent, and shall assume any and all liabilities with respect thereto. Buyer shall indemnify and hold harmless Seller with respect to any liabilities under the WARN Act and similar applicable state and local laws arising from (i) any actions taken by Buyer with respect to the Transferred Employees after the Closing Date or (ii) Buyer’s breach of any provision of this Article IX and/or claims by any Covered Employee that Buyer’s Offer pursuant to this Article IX is or was not sufficient to avoid an “employment loss” under the WARN Act and similar applicable state and local laws.
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WARN Act Notification. Delta shall, upon the request of Acquiror, provide any notices required under, and otherwise take all steps necessary to comply with, all applicable "plant closing", "mass layoff" or other similar Laws, including, but not limited to, the Worker Adjustment and Retraining Notification Act.
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WARN Act Notification. Other than as disclosed to the Administrative Agent and the Lenders in writing prior to the Closing Date, no Credit Party or Subsidiary thereof has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or any similar Requirement of Law, which remains unpaid or unsatisfied.
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WARN Act Notification. Each Credit Party shall provide copies of each notice of a plant closing or mass layoff (as defined in WARN) or equivalent notice sent to employees of any Credit Party to the Administrative Agent.
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Related to WARN Act Notification

  • HSR Act Notification To the extent required by the HSR Act, the Company shall, to the extent it has not already done so, (a) use all commercially reasonable efforts to file or cause to be filed, as promptly as practicable after the execution and delivery of this Agreement, with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice, all reports and other documents required to be filed by it under the HSR Act concerning the transactions contemplated hereby and (b) use all commercially reasonable efforts to promptly comply with or cause to be complied with any requests by the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice for additional information concerning such transactions, in each case so that the waiting period applicable to this Agreement and the transactions contemplated hereby under the HSR Act shall expire as soon as practicable after the execution and delivery of this Agreement. The Company agrees to request, and to cooperate with the Purchasers in requesting, early termination of any applicable waiting period under the HSR Act.

  • Tax Notification The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Xxx 0000 (Cth) applies (subject to conditions in the Act).

  • Antitrust Notification If the Holder determines, in its sole judgment upon the advice of counsel, that the issuance of any Warrant Shares pursuant to the terms hereof would be subject to the provisions of the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the Company shall file as soon as practicable after the date on which the Company receives notice from the Holder of the applicability of the HSR Act and a request to so file with the United States Federal Trade Commission and the United States Department of Justice the notification and report form required to be filed by it pursuant to the HSR Act in connection with such issuance.

  • Patriot Act Notification Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Loan Parties that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of such Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify such Loan Party in accordance with the Patriot Act. The Parent Guarantor and the Borrower shall, and shall cause each of their Subsidiaries to, provide, to the extent commercially reasonable, such information and take such actions as are reasonably requested by the Administrative Agent or any Lenders in order to assist the Administrative Agent and the Lenders in maintaining compliance with the Patriot Act.

  • HSR Notification As soon as practicable after the execution of this ---------------- Agreement, but in any event no later than 30 days after such execution, Seller and Buyer will each complete and file, or cause to be completed and filed, any notification and report required to be filed under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"); and each such filing will request early termination of the waiting period imposed by the HSR Act. The parties will use their reasonable best efforts to respond as promptly as reasonably practicable to any inquiries received from the Federal Trade Commission (the "FTC") and the Antitrust Division of the Department of Justice (the "Antitrust Division") for additional information or documentation and to respond as promptly as reasonably practicable to all inquiries and requests received from any other Governmental Authority in connection with antitrust matters. The parties will use their respective reasonable best efforts to overcome any objections which may be raised by the FTC, the Antitrust Division or any other Governmental Authority having jurisdiction over antitrust matters. Notwithstanding the foregoing, Buyer will not be required to make any significant change in the operations or activities of the business (or any material assets employed therein) of Buyer or any of its Affiliates, if Buyer determines in good faith that such change would be materially adverse to the operations or activities of the business (or any material assets employed therein) of Buyer or any of its Affiliates having significant assets, net worth, or revenue. Notwithstanding anything to the contrary in this Agreement, if Buyer or Seller, in its sole opinion, considers a request from a governmental agency for additional data and information in connection with the HSR Act to be unduly burdensome, such party may terminate this Agreement by giving written notice to the other. Within 10 days after receipt of a statement therefor, Seller will reimburse Buyer for one-half of the filing fees payable by Buyer in connection with Buyer's filing under the HSR Act.

  • HSR Act Compliance All waiting periods under the HSR Act ------------------ applicable to this Agreement or the transaction contemplated hereby shall have expired or been terminated.

  • Required Notifications Each Grantor shall promptly notify the Administrative Agent, in writing, of: (i) any Lien (other than Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder and (ii) the occurrence of any other event which could reasonably be expected to have a material impairment on the aggregate value of the Collateral or on the security interests created hereby.

  • Cooperation, Notification Each party shall, and shall cause its subsidiaries to, (i) confer on a regular and frequent basis with one or more representatives of the other party to discuss, subject to applicable law, material operational matters and the general status of its ongoing operations; (ii) promptly notify the other party of any significant changes in its business, properties, assets, condition (financial or other), results of operations or prospects; (iii) advise the other party of any change or event which has had or, insofar as reasonably can be foreseen, is reasonably likely to result in, in the case of the Company, a Company Material Adverse Effect or, in the case of Parent, a Parent Material Adverse Effect; and (iv) promptly provide the other party with copies of all filings made by such party or any of its subsidiaries with any state or federal court, administrative agency, commission or other Governmental Authority in connection with this Agreement and the transactions contemplated hereby.

  • USA Patriot Act Notification The following notification is provided to the Borrower pursuant to Section 326 of the PATRIOT Act: IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person or entity that opens an account, including any deposit account, treasury management account, loan, other extension of credit, or other financial services product. What this means for the Borrower: When the Borrower opens an account, the Agent and the Lenders will ask for the Borrower’s name, tax identification number, business address, and other information that will allow the Agent and the Lenders to identify the Borrower. The Agent and the Lenders may also ask to see the Borrower’s legal organizational documents or other identifying documents.

  • Prior Notification Unless specifically prohibited by applicable law or court order, each of the Banks and the Agent shall, prior to disclosure thereof, notify the Borrower of any request for disclosure of any such non-public information by any governmental agency or representative thereof (other than any such request in connection with an examination of the financial condition of such Bank by such governmental agency) or pursuant to legal process.

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