WARN Act Liability Clause Samples

WARN Act Liability. In reliance on the representations and warranties of t he Company and the Shareholders made pursuant to this Agreement, Buyer agrees to assume any liability arising under the Worker Adjustment and Retraining Notification Act (the "WARN ACT") out of any failure to give any required notices to appropriate persons with respect to any employment loss that may arise as a result of the termination by Buyer of the employment of any employees of the Company or any of the Subsidiaries following the Closing Date, except to the extent that any notifications are required by reason of actions taken by the Company or any Subsidiary prior to the Closing Date.

WARN Act Liability. The Company and the Associated Subsidiaries shall be responsible for any claims or liabilities relating to the Worker Adjustment and Retraining Notification Act, 29 U.S.C. Sections 2101-2109 (the "WARN Act") which arise in connection with the Business or the Employees prior to the Closing Date (whether or not filed prior to the Closing Date) or arise as a result of the transactions contemplated by this Agreement (exclusive of any action taken by or on behalf of CNCO after the Closing).

WARN Act Liability. Sellers shall be solely responsible for any obligations under the Worker Adjustment and Retraining Notification Act of 1988, 29 U.S.C. §2101 et seq. (the “WARN Act”), or under any similar provision of any federal, state, provincial, regional, foreign or local Law, rule or regulation that might arise on or prior to the Closing Date, or as a consequence of the transactions contemplated by this Agreement, including, without limitation, providing any notice of layoff or plant closing, or maintaining the Employees on Sellers’ payroll for any period of notice required by the WARN Act. Sellers shall retain all Liabilities, if any, for any severance or termination costs relating to Employees who, on or at the Closing Date, experience a termination of employment by Sellers as a result of the transactions contemplated by this Agreement.

WARN Act Liability. After the Closing Date, Purchaser shall ------------------ assume responsibility and liability for any mass layoffs or plant closings that trigger the notice requirement of WARN.

WARN Act Liability. Buyer acknowledges that, in light of Buyer’s intention to continue operation of the Hotel with substantially the same staff after Closing and the Parties’ desire for a prompt Closing, it is Buyer’s interest that Seller not take the precautionary step of giving Hotel Employees notice of possible termination of employment at the Hotel under the WARN Act. Accordingly, Seller shall not give such notice with respect to the sale of the Hotel to Buyer, and Buyer shall Indemnify Seller and Hotel Employer from and against any and all Claims arising out of any real or alleged violation of the WARN Act for failure to give such notice to the extent based on Buyer’s failure, on and after the Closing Date, to offer employment at the Hotel to Eligible Employees in accordance with Section 12.2.1. Notwithstanding anything to the contrary herein, Buyer does not assume and Seller shall Indemnify Buyer for any and all liability caused by Seller’s or Hotel Manager’s failure to disclose the actual number of employment losses experienced at the Hotel in the 90 day period prior to Closing.

WARN Act Liability. 34 10.5 Undue Hardship to the Investor...........................34 ARTICLE XI SURVIVAL AND INDEMNIFICATION

WARN Act Liability. Landlord and Tenant agree that Tenant shall hire or cause to be hired, effective at and upon Commencement Date, and will maintain or cause to be maintained (other than upon good cause) for a period of at least ninety (90) days after Commencement Date, the employment at the Casino and/or the Casino Back-of-the-House Areas, on terms and conditions reasonably comparable to those in effect on the date hereof, of a number of the Patch Tenant’s employees who were employees immediately before the Commencement Date, which is not less than: (i) sixty-eight percent (68%) of the employees who were employed by the Patch Tenant as of the Commencement Date at the Casino and/or the Casino Back-of-the-House Areas; plus (ii) the number of employees discharged by the Patch Tenant (other than for good cause) during the term of the Patch Lease. To the extent that Tenant fails to comply with any of the foregoing covenants, Tenant agrees that it shall be responsible for the payment of any and all costs, charges, penalties, compensation, severance pay, and liabilities arising under the WARN Act and Tenant agrees to indemnify, defend and hold Landlord harmless from and against any and all claims, causes of action, judgments, damages, penalties and liabilities asserted under the WARN Act whether against Landlord or Tenant, arising from Tenant’s failure to comply with the foregoing covenants.

WARN Act Liability. Buyer and its Affiliates shall not at any time prior to ninety (90) days after the Closing Date effectuate a “plant closing” or “mass layoff” as such terms are defined in the Worker Adjustment and Retraining Notification Act of 1988 (“WARN”) or effectuate any similar triggering event under any other applicable Law, affecting in whole or in part any Transferred Business Employee.

WARN Act Liability. Seller shall be responsible for any and all obligations under the WARN Act which arise or result solely from any termination of employment by the Sellers or any of their respective Affiliates before the Closing Date. The Asset Purchaser shall be responsible only for any obligations under the WARN Act that arise as a result of actions taken by Purchaser on or subsequent to the Closing Date; provided, that any liability arising from an action taken by Purchaser in reliance on any inaccuracy in the disclosures required by Section 4.16(b) hereof shall remain Seller’s sole responsibility. For the avoidance of doubt, the New Holdco shall not be responsible for any obligations under the WARN Act pursuant to this Agreement.