WARN Act Compliance. Within the period of ninety (90) days before the Closing, Sellers shall not, and within the ninety (90) days following the Closing, Buyer shall not: (i) permanently or temporarily shut down a single site of employment, or one or more facilities or operating units within a single site of employment, if the shutdown results in an employment loss during any thirty (30) day period at the single site of employment for fifty (50) or more employees, excluding any part-time employees; or (ii) have a mass layoff at a single site of employment of at least thirty-three percent (33%) of the active employees and at least fifty (50) employees, excluding part-time employees. The terms “single site of employment,” “operating unit,” “employment loss” and “mass layoff” shall be defined as in the Workers Adjustment Retraining and Notification Act (the “WARN Act”). At Closing, Sellers shall provide Buyer a list of all employees who have been terminated during the ninety (90) days prior to the Closing. With respect to terminations of employees following the Closing, Buyer shall be responsible for any notification required under the WARN Act.
WARN Act Compliance. Purchaser agrees to provide any required notice under the Worker Adjustment and Retraining Notification Act, as amended (the “WARN Act”), and any similar Law, and to otherwise comply with the WARN Act and any such other similar Law with respect to any “plant closing” or “mass layoff” (as defined in the WARN Act) or group termination or similar event affecting Transferred Employees (including as a result of the consummation of the transactions contemplated by this Agreement) and occurring from and after the Closing Date. Seller shall comply with the WARN Act or any similar Law with respect to any “plant closing” or “mass layoff” (as defined in the WARN Act) or group termination or similar event affecting Employees and occurring prior to the Closing Date. Provided that on or before the Closing Date, Seller has provided to Purchaser a list of employee layoffs, by date and location, implemented by the Seller in the 90-day period preceding the Closing Date, Purchaser agrees not to take and to cause its Subsidiaries not to take, any action that would create any Liability or penalty to Seller under the WARN Act or any similar Law.
WARN Act Compliance. Buyer shall be responsible for compliance with the notification or other requirements of the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN Act”), with respect to the Affected Employees in connection with actions taken by Buyer on or after the Closing Date. Seller shall be responsible for WARN Act compliance with respect to all other employees of Seller, including the Remaining Employees.
WARN Act Compliance. The parties agree to cooperate in good faith to determine whether any notification may be required under the Worker Adjustment and Retraining Notification Act, as amended (the “WARN Act”), and any similar Law. Purchaser agrees to provide any required notice under the WARN Act, and any similar Law, and to otherwise comply with the WARN Act and any such other similar Law with respect to any “plant closing” or “mass layoff” (as defined in the WARN Act) or group termination or similar event affecting Transferred Employees (including as a result of the consummation of the transactions contemplated by this Agreement) and occurring from and after the Closing. Seller shall comply with the WARN Act or any similar Law with respect to any “plant closing” or “mass layoff” (as defined in the WARN Act) or group termination or similar event affecting Employees (including as a result of the consummation of the transactions contemplated by this Agreement) and occurring prior to the Closing. During the 90-day period immediately following the Closing, Purchaser agrees to not take and to cause its Subsidiaries not to take, any action that would, alone or in the aggregate, cause the termination of any Employee that occurs on or before the Closing Date to constitute a “plant closing” or “mass layoff” or group termination under the WARN Act or any similar Law, or creates any Liability or penalty to Seller for any employment terminations under applicable Law. On the Closing Date, Seller shall notify Purchaser of any “employment loss” (as that term is defined in the WARN Act) of any Employees in the 90-day period prior to the Closing.
WARN Act Compliance. The Company has complied in all respects with the Worker Adjustment and Retraining Notification Act.
WARN Act Compliance. Seller shall provide to Purchaser at the Closing a complete and accurate list of all “employment losses” within the Business, as that term is defined in the WARN Act which occurred in the 90 calendar days preceding the Closing, which list shows the name, date of separation, reason for separation, and facility or operating unit of each employee of the Business who suffered such an employment loss in such period (the “WARN List”). Seller (or the applicable Seller Entity) shall give all necessary WARN Act notices with respect to employment losses that occur prior to the Closing Date with respect to any employees employed within the Business (it being understood that it shall not be a violation of such obligation if the underlying notice would not have been required but for terminations effectuated following the Closing), and shall indemnify and hold harmless Purchaser from and against any and all liabilities and expenses (including court costs, attorneys’ fees and interest) arising out of the failure of Seller to give effective notice pursuant to WARN (unless the underlying notice would not have been required but for terminations effectuated following the Closing). Purchaser shall give all necessary WARN Act notices with respect to any employment losses among the Business Employees that occur on or after the Closing Date, and will indemnify and hold harmless Seller from and against any and all liabilities and expenses (including court costs, attorneys’ fees and interest) in the event Purchaser’s actions in ordering employment losses among the Business Employees on or after the Closing result in a retroactive requirement under the WARN Act that Seller should have given such WARN Act notice prior to the Closing Date.
WARN Act Compliance. In the year preceding the date of this Agreement, the Sellers have not engaged in any plant closing, workforce reduction or other action related to any current or former Business Employees which has resulted or could result in liability under the WARN Act or under any comparable Law or regulation of a state, local or foreign jurisdiction applicable to the Business, and have not issued any notice that any such action is to occur in the future and have not given notice of any redundancies or started consultations with TULCRA or TUPE.
WARN Act Compliance. Atom will comply with all notice and other obligations required pursuant to the WARN Act.
WARN Act Compliance. The Purchaser Parties shall cause the Acquired Companies to employ and retain for such period of time following the Closing Date such number of employees of the Acquired Companies as shall be necessary to avoid any liability of Sellers for a violation of the WARN Act, attendant to the Acquired Companies’ (or their Affiliates’) failure to notify employees of a “mass layoff” or “plant closing” (as such terms are defined in the WARN Act). The Purchaser Parties shall be liable and responsible for any notification required under the WARN Act (or under any similar state or local Applicable Laws), and the Purchaser Parties shall indemnify and hold the Seller Indemnified Parties harmless from and against any Losses incurred by any Seller Indemnified Party as a result of any Purchaser Party’s or the Acquired Companies’ failure to comply with the provisions of the WARN Act on or after the Closing Date or any Purchaser Party’s failure to comply with the provisions of this Section 6.6(a).
WARN Act Compliance. Parent and Purchaser shall retain full responsibility for compliance with the Worker's Adjustment and Retraining Notification Act of 1988, as amended, and be solely responsible for furnishing any required notice of any "PLANT CLOSING" or "MASS LAYOFF", as applicable, which arise as a result of any facility closings, reductions in work force or termination or other action, that Parent, Purchaser or their affiliates may cause or initiate on or after the Closing Date with respect to the Subsidiary and shall jointly and severally indemnify Seller for any liability, expense and cost related thereto, including reasonable attorneys' fees related thereto.
