WARN and Corresponding State Laws. Prior to the Closing Date, the Seller shall make any filings and shall deliver any notices required in connection with the transactions contemplated herein under the Worker Adjustment and Retraining Notification Act, 29 U.S.C. Section 2101, et seq. (“WARN”), or any state law requiring advance notice to employees of layoffs, terminations, relocations, plant closings, or similar events so that neither the Seller nor the Buyer shall have any Liability under WARN or any such state law as a result of the transactions contemplated hereby. The Buyer shall be primarily responsible for and agrees to indemnify, hold harmless and, at the option of the Seller, to defend the Seller from and against any Liability, obligation or cost under WARN or any such state law, with respect to any Business Employee who is found to have suffered an “employment loss” under WARN after the Closing Date as a result of Buyer’s actions, and any and all other Liabilities, obligations and costs, including attorneys’ fees, arising out of or resulting from Buyer’s actions or inactions or failure to serve sufficient notice pursuant to WARN or any such state law. The Seller shall be primarily responsible for and agrees to indemnify, hold harmless and, at the option of the Buyer, to defend the Buyer from and against any Liability, obligation or cost under WARN or any such state law, with respect to any Business Employee who is found to have suffered an “employment loss” under WARN prior to the Closing Date, and any and all other liabilities, obligations and costs, including attorneys’ fees, arising out of or resulting from Seller’s actions or inactions or failure to serve sufficient notice pursuant to WARN or any such state law. Buyer and Seller shall cooperate in good faith to coordinate movement of personnel prior to and following the Closing in connection with the consummation of the Transactions in order to avoid “employment loss” WARN Liabilities, obligations or costs.
WARN and Corresponding State Laws. Buyer shall cause the Company to make any filings and deliver any notices required in connection WARN, or any similar state or local law so that no Seller shall have any liability under WARN or any similar state or local law as a result of the Transactions or any action taken by Buyer, the Company or the Affiliates of either of them following the Closing. Buyer shall cause the Company to be responsible and indemnify, hold harmless and defend Sellers from and against any liability, obligation or cost under WARN or any similar state or local law, to any employee of the Company who is found to have suffered an “employment loss” under WARN after the Closing Date, and any and all other liabilities, obligations and costs, including attorneys’ fees, arising out of or resulting from any such employment loss or the Company’s failure to continue to employ any such employee, serve sufficient notice, or provide pay in lieu of notice pursuant to WARN or any similar state or local law.
WARN and Corresponding State Laws. Provided that Seller provides Purchaser with a true and correct list, by date and location, of each employee of the Business terminated in the ninety (90) days preceding the Closing Date, Purchaser shall assume and be solely responsible for and agrees to indemnify, hold harmless and, at the option of Seller, to defend Seller or any of its Affiliates from and against any Liability under WARN on or after the Closing Date as a result of Purchaser’s actions or Purchaser’s failure to serve sufficient notice pursuant to WARN. Seller shall assume and be solely responsible for and agrees to indemnify, hold harmless and, at the option of Purchaser, to defend Purchaser or any of its Affiliates from any Liability arising under WARN due to (i) Seller’s actions or omissions occurring prior to or on the Closing Date or (ii) any inaccuracy in the information required to be provided pursuant to this Section 6.2.
WARN and Corresponding State Laws. Each Seller shall be solely responsible for complying with WARN or any similar state Law, in any case, applicable to employees of such Seller or its Affiliates as a result of any action of such Seller or any of its Affiliates on or prior to the Closing Date. The Sellers shall notify Purchaser prior to the Closing Date of any layoffs of any Business Employees in the 90-day period immediately prior to Closing.
WARN and Corresponding State Laws. (a) Sellers shall provide to Purchaser no later than five (5) Business Days following the Closing a true and complete list of any and all employment losses (within the meaning of the WARN Act) incurred at any member of the Education Group during the ninety (90) day period prior to Closing, (b) Sellers and their Affiliates shall retain and be solely responsible for any Liability under WARN incurred prior to the Closing Date as a result of the actions of Sellers or their Affiliates or the failure of Sellers or their Affiliates to serve sufficient notice pursuant to WARN, and (c) subject to the truth and accuracy of the information provided to the Purchaser pursuant to subsection (a) hereof, Purchaser shall assume and be solely responsible for any Liability under WARN on or after the Closing Date as a result of actions by Purchaser and its Affiliates or the failure of Purchaser or its Affiliates to serve sufficient notice pursuant to WARN.
WARN and Corresponding State Laws. Purchaser shall cause the applicable members of the Transferred Group to be responsible for any post-Closing Liability relating to Business Employees and Former Business Employees under WARN that may otherwise be imposed on Sellers.
WARN and Corresponding State Laws. Seller shall be solely responsible for and agrees to indemnify, hold harmless and, at the option of the Purchaser, to defend Purchaser from and against any Liabilities under WARN or any similar state Law, with respect to any U.S. Business Employee who is found to have suffered an “employment loss” under WARN before the Closing Date as a result of Seller’s actions, and any and all other Liabilities arising out of or resulting from Seller’s actions or Seller’s failure to serve sufficient notice pursuant to WARN or any similar state Law. Purchaser shall be solely responsible for and agrees to indemnify, hold harmless and, at the option of the Sellers, to defend the Parent Group from and against any Liabilities under WARN or any similar state Law, with respect to any U.S. Business Employee who is found to have suffered an “employment loss” under WARN on or after the Closing Date as a result of Purchaser’s actions, and any and all other Liabilities arising out of or resulting from Purchaser’s actions or Purchaser’s failure to serve sufficient notice pursuant to WARN or any similar state Law; provided, that no later than 15 days prior to the Closing Date, Sellers have provided Purchaser with a true and accurate schedule indicating the name and site of employment of any former Business Employees who have had their employment terminated or have been notified of an “employment loss” under WARN during the preceding 90-day period at each facility, site of employment and operating unit of the Sellers, which schedule has been updated by Sellers as of the Closing Date.
WARN and Corresponding State Laws. For a period of ninety (90) days after the Closing Date, Purchaser and its Affiliates shall not engage in any conduct that would result in an employment loss for a significant number of Transferred Employees which, if aggregated with any such conduct on the part of Seller or any Seller Person prior to the Closing, would trigger the WARN Act in the United States, or equivalent or corresponding legislation in any other jurisdiction; provided, that, Seller reasonably cooperates with respect to the provision of information to Purchaser, upon request, in order to avoid triggering the WARN Act. Subject to Seller’s obligations in the foregoing sentence, Purchaser shall assume and be solely responsible for and agrees to indemnify and hold harmless Seller and its Affiliates from and against any liability under the WARN Act on or after the Closing Date with respect to Transferred Employees.
WARN and Corresponding State Laws. Purchaser shall be solely responsible for and agrees to indemnify, hold harmless and, at the option of Supervalu, to defend the Supervalu Group from and against any Liabilities under WARN or any similar state Law, with respect to any Business Employee who is found to have suffered an “employment loss” under WARN or any similar state Law on or after the Closing Date as a result of Purchaser’s actions, and any and all other Liabilities under WARN or any similar state Law arising out of or resulting from Purchaser’s actions or Purchaser’s failure to serve sufficient notice pursuant to WARN or any similar state Law.
WARN and Corresponding State Laws. Seller shall be responsible for, shall deliver any notices required, and shall indemnify and hold Buyer harmless against and in respect of, any Liability under WARN or any similar state Law (collectively, “WARN Liabilities”) which arose or arise on or prior to the Closing Date, in accordance with Section 9.1. Buyer shall be responsible for, shall deliver any notices required, and shall indemnify and hold Seller harmless against and in respect of, any WARN Liabilities which arise as a result of any action by Buyer after the Closing Date, in accordance with Section 9.2. Within ten (10) days after the Closing Date, Seller shall inform Buyer of the number of employees of the Business at each site who have been laid off within the ninety (90) day period on or prior to the Closing Date.
