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. Sellers shall pay and be solely liable for all liability under the Worker Adjustment and Retraining Notification Act ("WARN Act"), in each case, arising from any act or omission of Sellers on or before the Closing Date. Buyer shall pay and be solely liable for all liability under the WARN Act, in each case, arising from any act or omission of Buyer or its Affiliates after the Closing Date.
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. 34 10.5 Undue Hardship to the Investor..............................34 ARTICLE XI Survival and Indemnification
WARN Act Liability. 46 6.09 IRS Form W-2.............................................. 46 6.10
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. 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.
WARN Act Liability. In connection with the Hotel Closing, Sellers shall give Hotel Employees notice of termination of employment at the Hotel under the Worker Adjustment and Restraining Notification Act of 1988 (the “WARN Act”), and Sellers shall be solely responsible for claims with respect thereto.
WARN Act Liability. In light of Buyer’s intention to continue operation of the Hotel with substantially the same staff in the same or similar capacity in which they were employed by Seller, without any material change in the terms or conditions of their employment (including, but not limited to, preservation of substantially full time status regarding hours of work for those having such status immediately prior to Closing), as such terms were disclosed by Seller to Buyer in Exhibit W and the summaries of the Hotel Employee Plans delivered to Buyer pursuant to Section 4.1, there is no reasonable foreseeability of any layoffs or other action by Buyer that could result in a “mass layoff” for purposes of the Worker Adjustment and Retraining Notification Act of 1988 and California labor code Section 1400 et. seq. (the “WARN Act”), and it is in the interest of all concerned parties (including the Hotel Employees) that Closing occur as promptly as practicable, so as to avoid unnecessary disruption of Hotel operations. Accordingly, Seller shall not take the precautionary step of giving Hotel Employees notice of possible termination of employment at the Hotel under the WARN Act, and Buyer shall Indemnify Seller from and against any and all Claims arising out of real or alleged violation of the WARN Act for failure to give such notice to the extent such Claims are based on Buyer’s failure, in breach of its obligations under Section 12.2.1.1, to cause continuing employment at the Hotel after Closing to be offered to Eligible Employees (including, without limitation, any violation alleged on the basis, in whole or part, that the employment of the requisite number of Eligible Employees was constructively terminated at Closing because the terms and conditions of employment offered such employee(s) was not substantially equivalent to the terms and conditions of such employee(s) immediately prior to Closing).
