Compliance with WARN Act Sample Clauses

Compliance with WARN Act. Except as contemplated by Section 2.25, since the enactment of the WARN Act, neither Company nor the Business has effectuated (i) a “plant closing” (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of any of such entities or (ii) a “mass layoff” (as defined in the WARN Act) affecting any site of employment or facility of any of such entities, nor has any of such entities been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar Law. None of the Employees has suffered an “employment loss” (as defined in the WARN Act).

Compliance with WARN Act. The Seller has been exempt from, or has complied with, all applicable provisions of the WARN Act and the regulations thereunder in connection with all past reductions in work force relating to the Business.

Compliance with WARN Act. With respect to the Employees, Sellers will have full responsibility under the WARN Act caused by any action of Sellers. Sellers shall be responsible for all WARN Act Liabilities relating to the periods prior to and on the Closing Date, including any such Liabilities that result from Employees’ separation of employment from Sellers and/or Employees not becoming Purchaser Employees pursuant to this Section 6.5.

Compliance with WARN Act. Buyer Parent and Buyer assume all responsibilities for any notices or liability which may be required by or arise under the Worker Adjustment and Retraining ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇.▇.▇. §▇▇▇▇ et seq (the "WARN Act") as a result of the transactions contemplated by this Agreement; provided that Seller shall not take any action prior to the Closing Date to cause any employees to be included in an " employment loss" for purposes of the WARN Act, without the prior written consent of Buyer.

Compliance with WARN Act. The Company and its Affiliates have complied with all federal and state laws, rules and regulations related to each termination of a former employee, including but not limited to, the Worker Adjustment and Retraining Notification Act of 1988.

Compliance with WARN Act. The Purchaser will not be subject to any Liability, nor will the Purchaser incur any costs or expenses of any kind in connection with claims of former employees of the Seller or its business, under the provisions of 29 U.S.C. §§ 2101-2109, as same may have been amended from time to time prior to the date hereof, and the regulations and rulings thereunder, and any state or local similar statute (the “WARN Act”). The Seller represents that it has complied with the WARN Act and its requirements in all material respects. If Seller determines it is required to send a notice under the WARN Act to any of Seller’s employees prior to Closing, then Seller will provide to Purchaser any information related to such notice, will send such notice, and will coordinate responses to inquiries and requests by such employees, and Seller will indemnify Purchaser against any and all claims and adverse financial consequences related to or arising from said terminations.

Compliance with WARN Act. In reliance on the truth and accuracy of the Company’s representations and warranties in Section 2.02(y), Purchaser agrees that it will not, and will cause the Company and the Subsidiaries to not, cause any of the employees of the Company and the Subsidiaries to suffer an “employment loss” for purposes of the WARN Act if such employment loss would create any liability for Sellers in their capacity as such under the WARN Act. For avoidance of doubt, no past or current employee of the Company or any Subsidiary, nor any of such employee’s heirs, personal representatives, administrators, successors or assigns, shall be entitled to rely on, be entitled to assert any claim with respect to, or otherwise have any third-party beneficiary rights with respect to, Purchaser’s covenants in this Section 5.02 or Purchaser’s representations and warranties in Section 2.01(f).

Compliance with WARN Act. Following the Closing Date, Buyer ------------------------ shall comply in all respects with the WARN Act and shall not take any action that would subject Seller to any liability or obligation, including, without limitation, any disclosure or announcement obligation, under the WARN Act.

Compliance with WARN Act. The Purchaser agrees that it will not, and will cause its Affiliates not to, cause any of the employees of the Transferred Companies to suffer an “employment loss” for purposes of the WARN Act if such employment loss would create, or would reasonably be expected to create, any liability for the Sellers under the WARN Act or any similar state or local applicable law. The Purchaser and its Affiliates shall be responsible for all liabilities under the WARN Act and any similar state or local Legal Requirement solely resulting from (a) the Closing and/or (b) from the actions of the Purchaser and its Affiliates following the Closing. Upon the Purchaser’s written request, the Sellers shall advise the Purchaser of the number of employee terminations at each facility of the Transferred Companies that have occurred during the ninety (90)-day period prior to the Closing Date.