WARN Act Obligations. The Buyer will not take any actions within 60 days of the effective date of the Closing that, for more than 49 of the full-time employees who are employed by the Seller as of the effective date of the Closing, result in an "employment loss," as that term is defined under the Worker Adjustment Retraining and Notification Act, 29 U.S.C. Sections 2101 to 2109 ("WARN Act"). The Seller and the Buyer each will be responsible for their own notification obligations, if any, under the WARN Act, including without limitation any notification obligations that may arise from any "employment loss" by any employees who are employed as of the effective date of the Closing.
WARN Act Obligations. Purchaser and Purchaser Parent, jointly and severally, shall be solely responsible for any and all liabilities and obligations, whether imposed on Purchaser or any other party hereto, arising under the Worker Adjustment and Retraining Notification Act and/or similar state and/or local Laws or requirements, in connection with or related to the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby or referred to herein, including the termination of employment by Seller of any and all Embassy Employees (collectively, “WARN Obligations”).
WARN Act Obligations. Buyer shall promptly after the date hereof notify Sellers of Buyer’s intentions with respect to its offering of jobs to Sellers’ workforces. Prior to the Closing Date, Sellers shall be responsible for performing and discharging any requirements under the WARN Act or applicable state and local laws and regulations for the notification of Sellers’ employees, provided that Buyer has complied with the covenant set forth in the preceding sentence. After the Closing Date, Buyer shall be responsible for performing and discharging any requirements under the WARN Act and under applicable state and local laws and regulations for the notification of its employees with respect to the Acquired Assets and the Business. The parties hereto shall provide one another with all assistance reasonably requested by each party to ensure that the parties can comply with their respective notification requirements of the WARN Act, if any. Buyer agrees to indemnify Sellers and their Affiliates and their respective directors, officers, employees, consultants and agents for, and to hold them harmless from and against, any and all Losses arising or resulting, or alleged to arise or result from liabilities arising under the WARN Act with respect to any Transferred Employees and any employees terminated after the date of this Agreement with Buyer’s consent (other than employees who were provided notice of termination prior to the date hereof), provided that Sellers have complied with the covenants set forth in this Section 9.4.
WARN Act Obligations. After the Closing, Buyer shall be responsible for performing and discharging all requirements applicable to Buyer under the WARN Act and under applicable state and local laws and regulations for the notification of its employees with respect to the Acquired Assets and the Business. The parties hereto shall provide one another with all assistance reasonably requested by each party to ensure that the parties can comply with their respective notification requirements of the WARN Act, including assistance with the provision of such notices to employees prior to Closing. Provided that on or before Closing Seller has provided Buyer with accurate list of employee layoffs, by date and location, implemented by the Business in the 90-day period preceding the Closing, Buyer agrees to indemnify Seller and its Affiliates and their respective directors, officers, employees, consultants and agents for, and to hold them harmless from and against, any and all Losses arising or resulting, or alleged to arise or result from obligations or liabilities arising under the WARN Act, based in whole or in part on the actions or omissions of Buyer on or after the Closing, with respect to any Transferred Employees or to any employees not offered employment by Buyer. Seller agrees to indemnify Buyer and its Affiliates and their respective directors, officers, employees, consultants and agents for, and to hold them harmless from and against, any and all Losses arising or resulting, or alleged to arise or result from any obligations or liabilities arising under the WARN Act, based solely on the actions or omissions of Seller prior to the Closing, with respect to any employees of the Business (including but not limited to Transferred Employees).
WARN Act Obligations. Following the Closing Date, GD Sub shall not effectuate a "plant closing" or "mass layoff" (as those terms are defined in the Worker Adjustment and Retraining Notification Act of 1988 ("WARN Act")) within ninety (90) days after the Closing Date without complying fully with the requirements of the WARN Act, including the requirement of sixty (60) days' prior written notice of such actions to the affected employees. GD Sub will bear the cost of any compliance (or failure to comply) with the WARN Act after the Closing Date.
WARN Act Obligations. Buyer will comply fully, if applicable, with the Worker Adjustment and Retraining Notification Act of 1988 ("WARN Act") and all other applicable foreign, federal, state and local laws, including those prohibiting discrimination and requiring notice to employees. Following the Closing Date, Buyer shall not effectuate a "plant closing" or "mass layoff", as those terms are defined in the WARN Act, within 90 days after the Closing Date without complying fully with the requirements of the WARN Act, including the requirement of 60-day's prior written notice of such actions to the affected Employees. PA&E or Buyer will bear the cost of compliance with (or failure to comply with) any such laws.
WARN Act Obligations. If the Purchaser or any of its -------------------- Affiliates takes any action which could be construed as a "plant closing" or "mass layoff" or which results in any employee employed by the Debtor immediately prior to the Closing Date at the Warehouse Facility suffering or deeming to have suffered any "employment loss," as those terms are defined in WARN Act, the Purchaser and such Affiliates will be solely responsible for providing any notice required by WARN Act to such employees and for making payments, if any, which may be required under WARN Act for failure to provide appropriate notice. The Debtor will be solely responsible for providing any notice required by WARN Act to all other employees of the Debtor and for making payments, if any, which may be required under WARN Act for failure to provide appropriate notice.
WARN Act Obligations. Each Seller agrees to timely perform and discharge all applicable requirements under the WARN Act and similar state and local laws for the notification of employees and state and local governmental bodies arising as a result of the consummation of the Transactions. Each Seller will be responsible for any and all penalties and payments to employees required under the WARN Act and similar state and local laws as a result of any insufficient notice by such Seller. After the Closing Date, the Buyer will be responsible for performing and discharging all requirements under the WARN Act and similar state and local laws for the notification of the Buyer’s employees and state and local governmental bodies. The Buyer and each Seller acknowledge that their respective obligations under this Section 8.3 may be affected by certain hiring or termination decisions made by each of them during the 90-day period prior to and after the Closing Date. Accordingly, the Buyer and each Seller agree to cooperate in good faith to provide sufficient information regarding their intentions to enable the other to discharge its obligations under this Section 8.3 in a timely manner. The Buyer and each Seller further agree to provide sufficient information to each other to enable the identification of and timely notification to any employee to whom a notification obligation might attach. For the purposes of the WARN Act and similar state and local laws, the Buyer and the Sellers intend that the transactions contemplated by this Agreement should not constitute a separation, employment loss, termination or severance of employment of any employee of Sellers who accepts an employment offer by Buyer that is consistent with the requirements of Section 8.1 and that each such employee will have continuous employment immediately before and immediately after the Closing.
WARN Act Obligations. The Seller agrees to timely perform and discharge all applicable requirements under the WARN Act and similar state and local laws for the notification of employees and state and local governmental bodies arising as a result of the consummation of the Transactions. The Seller will be responsible for any and all penalties and payments to employees required under the WARN Act and similar state and local laws as a result of any insufficient notice by the Seller. After the Closing Date, the Buyer will be responsible for performing and discharging all requirements under the WARN Act and similar state and local laws for the notification of the Buyer’s employees and state and local governmental bodies. The Buyer and the Seller acknowledge that their respective obligations under this Section 8.3 may be affected by certain hiring or termination decisions made by each of them during the 90-day period prior to and after the Closing Date. Accordingly, the Buyer and the Seller agree to cooperate in good faith to provide sufficient information regarding their intentions to enable the other to discharge its obligations under this Section 8.3 in a timely manner. The Buyer and the Seller further agree to provide sufficient information to each other to enable the identification of and timely notification to any employee to whom a notification obligation might attach.
WARN Act Obligations. The Seller and Purchaser agree to use commercially reasonable efforts to comply and cause Manager to comply, with their respective legal obligations, if any, under the Worker Adjustment and Retraining Notification Act, 29 U.S.C., Section 2101, et seq. ("WARN"), and any state equivalent to WARN. The Seller and Purchaser agree that Purchaser shall have no obligations under WARN (or any state equivalent), for any events triggering WARN that occur prior to the Closing Date and that the Seller shall have no obligations under WARN (or any state equivalent), if any, for any event triggering WARN that occur subsequent to the Closing Date. The Seller and Purchaser further agree that this Section shall not be construed as an admission or an acknowledgement by the Seller or Purchaser that either party is an "employer" as such term is defined under WARN or any state equivalent. The provision of this Section 14.22 shall survive Closing and delivery of the Deed.
