WARN Act Liability Clause Samples

WARN Act Liability. Buyer will not, within sixty (60) days after the Effective Time, cause any "plant closing" or "mass layoff" at the Business, as such actions are defined in the Workers Adjustment and Retraining Act of 1988, unless all notices, as required by such Act, have been given not less than sixty (60) days prior to such plant closing or mass layoff. Buyer further agrees that Buyer will not incur, and will indemnify Seller against, any liability incurred under such Act by reason of actions or omissions of Buyer after the Closing Date with respect to employees of the Business.

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. 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. 12.3

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

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. Buyer acknowledges and agrees that as of the Closing Date, Buyer is considered for purposes of the Worker Adjustment and Retraining Notification Act (“WARN Act”) the employer of the Hired Employees and that Buyer, and not the Seller, shall thereupon be responsible for complying with the WARN Act with respect to the Hired Employees. Prior to and on the Closing Date, none of the Hired Employees shall be, nor shall they be deemed to be, terminated. Buyer shall indemnify and hold the Seller harmless from and against all losses incurred, paid or required under penalty of law to be paid by Seller: (a) resulting from any compliance obligations, including without limitation the obligation to give notice or pay money under the WARN Act with respect to the termination of any Hired Employee as of the Closing Date, or (b) resulting from any claims from the Hired Employees, including without limitation claims for cash payments or the continuation of health care or other benefits.

WARN Act Liability. In reliance on the representations and warranties of the Company, Medi-Serve and the Shareholder 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, Medi-Serve 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, Medi-Serve or any Subsidiary prior to the Closing Date.