Common use of WARN Compliance Clause in Contracts

WARN Compliance. (i) The Seller shall be solely responsible for providing any notice and paying any obligations or other Losses required, as well as any and all liability arising directly or indirectly, under the WARN Act, or its state or local equivalents, as a result of the transactions contemplated by this Agreement, including, but not limited to, in respect to any mass layoff, termination, or relocation by the Seller of the employment of any of its employees at or prior to the Closing. The Seller acknowledges and agrees that the Purchaser does not assume or agree to discharge any obligations of the Seller under COBRA with respect to any current or former employees of the Seller terminated at or prior to the Closing. The Seller shall indemnify, defend, and hold harmless the Purchaser from and against any and all liabilities, damages, costs, and expenses with respect to any liability assessed upon or incurred by the Purchaser that is the responsibility of the Seller under this Section 8.01(o)(i). (ii) The Purchaser shall be solely responsible for providing any notice and paying any obligations or other Losses required, as well as any and all liability arising directly or indirectly, under the WARN Act, as a result of any “employment losses” (as defined by the WARN Act) suffered by Transferred Employees following the Closing. The Purchaser acknowledges and agrees that the Seller does not assume or agree to discharge any obligations of the Purchaser under COBRA with respect to any Transferred Employees terminated after the Closing. The Purchaser shall indemnify, defend, and hold harmless the Seller from and against any and all liabilities, damages, costs, and expenses with respect to any liability assessed upon or incurred by the Seller that is the responsibility of the Purchaser under this Section 8.01(o)(ii).