Common use of WARN Act Compliance Clause in Contracts

WARN Act Compliance. Except as explicitly provided in this Section 9.3(i), Seller and its Affiliates shall be solely responsible for giving all necessary WARN Act notices with respect to employment losses that occur prior to or on the Closing Date (including as a result of the transactions contemplated by this Agreement) with respect to any employees involved in the Business, and Seller and its Affiliates shall be solely responsible for any Liabilities arising from or relating to Seller or its Affiliates’ failure to provide such proper WARN Act notices. Purchaser and its Affiliates shall be solely responsible for giving all necessary WARN Act notices with respect to employment losses experienced by Transferred Employees that occur after the Closing Date, and Purchaser and its Affiliates shall be solely responsible for any Liabilities arising from or relating to Purchaser and its Affiliates failure to provide such proper WARN Act notices. Subject to the following sentence, Purchaser and its Affiliates shall also be solely responsible for WARN Act Liabilities to the extent that Purchaser’s actions in ordering employment losses among the Transferred Employees after the Closing Date result in a retroactive requirement under the WARN Act that Seller or its Affiliates should have given such WARN Act notice prior to the Closing Date. On the Closing Date, Seller shall provide to Purchaser a complete and accurate list which includes (i) 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 Date (including the employment site and date of each such employment loss), (ii) any Business Employees who as of the Closing Date are furloughed or on temporary layoff (including the employment site and date of commencement of such furlough or layoff), and (iii) any Business Employees who as of the Closing Date are working on a schedule of reduced hours by more than 50% (including the employment site and date of commencement of such reduction) (the “WARN List”).Short-Term Incentive Compensation. Prior to the Closing Date (or such later date on which such individual becomes a Transferred Employee), Seller shall, or shall cause its Affiliates to, pay

WARN Act Compliance. Except as explicitly provided in this Section 9.3(i), Seller and its Affiliates shall be solely responsible for giving all necessary WARN Act notices with respect to employment losses that occur prior to or on the Closing Date (including as a result of the transactions contemplated by this Agreement) with respect to any employees involved in the Business, and Seller and its Affiliates shall be solely responsible for any Liabilities arising from or relating to Seller or its Affiliates’ failure to provide such proper WARN Act notices. Purchaser and its Affiliates shall be solely responsible for giving all necessary WARN Act notices with respect to employment losses experienced by Transferred Employees that occur after the Closing Date, and Purchaser and its Affiliates shall be solely responsible for any Liabilities arising from or relating to Purchaser and its Affiliates failure to provide such proper WARN Act notices. Subject to the following sentence, Purchaser and its Affiliates shall also be solely responsible for WARN Act Liabilities to the extent that Purchaser’s actions in ordering employment losses among the Transferred Employees after the Closing Date result in a retroactive requirement under the WARN Act that Seller or its Affiliates should have given such WARN Act notice prior to the Closing Date. On the Closing Date, Seller shall provide to Purchaser a complete and accurate list which includes (i) 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 Date (including the employment site and date of each such employment loss), (ii) any Business Employees who as of the Closing Date are furloughed or on temporary layoff (including the employment site and date of commencement of such furlough or layoff), and (iii) any Business Employees who as of the Closing Date are working on a schedule of reduced hours by more than 50% (including the employment site and date of commencement of such reduction) (the “WARN List”).Short-Term Incentive Compensation. Prior to the Closing Date (or such later date on which such individual becomes a Transferred Employee), Seller shall, or shall cause its Affiliates to, paypay (a) all earned but unpaid bonuses, commissions and other cash-based incentive compensation due to any Business Employee under any Seller Benefit Plan, and (b) to each bonus-eligible Business Employee, a bonus, calculated based on actual performance through the Closing Date (or such later date on which such individual becomes a Transferred Employee), or assuming the target level of performance, in each case as determined by Seller in its sole discretion, pursuant to any cash incentive or bonus program of Seller and its Affiliates in which such Business Employee is a participant immediately prior to the Closing Date (or such later date on which such individual becomes a Transferred Employee), prorated to correspond with the Business Employee’s applicable period of employment with Seller and its Affiliates during the calendar year in which the Closing Date occurs. Effective as of immediately following the Closing Date (or such later date on which such individual becomes a Transferred Employee), Purchaser shall, or shall cause one of its Affiliates, to cause each bonus-eligible Transferred Employee to become a participant in a cash incentive or bonus program of Purchase and its Affiliates for the remainder of the calendar year in which the Closing Date occurs.

WARN Act Compliance. Except as explicitly provided in this Section 9.3(i), Seller and its Affiliates shall be solely responsible for giving all necessary WARN Act notices with respect to employment losses that occur prior to or on the Closing Date (including as a result of the transactions contemplated by this Agreement) with respect to any employees involved in the Business, and Seller and its Affiliates shall be solely responsible for any Liabilities arising from or relating to Seller or its Affiliates’ failure to provide such proper WARN Act notices. Purchaser and its Affiliates shall be solely responsible for giving all necessary WARN Act notices with respect to employment losses experienced by Transferred Employees that occur after the Closing Date, and Purchaser and its Affiliates shall be solely responsible for any Liabilities arising from or relating to Purchaser and its Affiliates failure to provide such proper WARN Act notices. Subject to the following sentence, Purchaser and its Affiliates shall also be solely responsible for WARN Act Liabilities to the extent that Purchaser’s actions in ordering employment losses among the Transferred Employees after the Closing Date result in a retroactive requirement under the WARN Act that Seller or its Affiliates should have given such WARN Act notice prior to the Closing Date. On the Closing Date, Seller shall provide to Purchaser at the Closing a complete and accurate list which includes (i) of all “employment losses” within the Business, as that term is defined in the WARN Act, Act which occurred in the 90 calendar days preceding the Closing Date (including Closing, which list shows the employment site and name, date of separation, reason for separation, and facility or operating unit of each such employment loss), (ii) any Business Employees who as employee of the Closing Date are furloughed or on temporary layoff (including the Business who suffered such an employment site and date of commencement of loss in such furlough or layoff), and (iii) any Business Employees who as of the Closing Date are working on a schedule of reduced hours by more than 50% (including the employment site and date of commencement of such reduction) period (the “WARN List”).Short-Term Incentive CompensationList”). Prior 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 (or it being understood that it shall not be a violation of such later date on which such individual becomes a Transferred Employeeobligation 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 shallto 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 shall cause its Affiliates to, payafter 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.