Worker Adjustment and Retraining Notification Act. ("WARN Act"). The parties agree to consult with each other on the need for and timing of notices pursuant to the WARN Act which applies generally to businesses with the equivalent of 100 or more full-time employees and requires employers to give at least 60 days' advance notice of defined types of employment loss. The parties agree that the WARN Act does not apply to the Company prior to consummation of the Merger but may or may not apply to the Surviving Corporation following consummation of the Merger. However, pending the Closing, the Company agrees, as agent for the Parent, upon the prior written request of Parent, to give notices to its employees when requested by the Parent in order to comply with the applicable provisions of the WARN Act. The Parent will be responsible for the form of such notices and for ensuring that such notices comply with the WARN Act. No such notice will provide for a termination date prior to the Effective Time.
Worker Adjustment and Retraining Notification Act. Upon reasonable written request by Buyer and at Buyer's expense, Sellers shall provide appropriate notice (including renewal notices) pursuant to the Worker Adjustment and Retraining Notification Act (29 U.S.C. Sections 2101, et seq.) (the "WARN Act") with respect to employees Buyer expects to terminate less than 60 days after the Closing Date. With respect to any other plant closings by Sellers for which notice has not been provided by Buyer in accordance with the preceding sentence (including the Dallas Graphics Plant) prior to the Closing Date, Sellers shall have complied with the WARN Act and all comparable state laws and shall indemnify and hold harmless Buyer from and against any liability, cost or expense in connection therewith. Buyer and Sellers shall each comply with the WARN Act and any comparable state law.
Worker Adjustment and Retraining Notification Act. If requested by BHLB, Beacon Federal shall take all such actions as BHLB may request in order to fully and timely comply with any and all requirements of both the federal Worker Adjustment and Retraining Notification Act of 1988 (“WARN Act”) and any state specific WARN Act statutes, including providing notices to Beacon Federal’s employees.
Worker Adjustment and Retraining Notification Act. The Seller shall comply, to the extent applicable, with all notice and any other requirements under the Worker Adjustment and Retraining Notification Act ("WARN") and any similar state statute so that the Buyer shall have no liability or obligation under WARN or similar state statute as a result of any event occurring before or on the Closing Date.
Worker Adjustment and Retraining Notification Act. As of the date of this Agreement, Seller is not subject to any obligations or Liability under the WARN Act. Each employee of Seller is terminable by Seller at will.
Worker Adjustment and Retraining Notification Act. Sellers shall be liable, and shall indemnify and hold harmless Purchaser, for any obligations and liabilities under WARN (a) arising prior to the Closing Date with respect to the Transferred Employees or any current or former employee of the Companies or their Subsidiaries (other than the Retained Employees) and (b) arising on, prior to or after the Closing Date with respect to the Retained Employees, the Business Employees (other than the Transferred Employees) and any other current or former employee of Casella or its Subsidiaries. Purchaser shall be liable, and shall indemnify and hold harmless Seller, for any obligations and liabilities under WARN arising on or after the Closing Date with respect to any employee of the Companies or their Subsidiaries as of the Closing Date and any Transferred Employee. On or before the Closing Date, Sellers, on behalf of the Companies and their Subsidiaries, shall provide a list, by location, of all employees of the Companies and their Subsidiaries who have experienced “employment losses” (as defined under WARN) within ninety (90) days prior to the Closing Date or have been notified by the Companies or their Subsidiaries that they will experience “employment losses” after the Closing Date and Sellers, on behalf of the Companies and their Subsidiaries, shall update this list up to and including the Closing Date.
Worker Adjustment and Retraining Notification Act. If requested by BHLB, Commerce shall take all such actions as BHLB may request in order to fully and timely comply with any and all requirements of both the federal Worker Adjustment and Retraining Notification Act of 1988 (“WARN Act”) and any state specific WARN Act statutes, including providing notices to Commerce’s employees.
Worker Adjustment and Retraining Notification Act. Purchaser shall be solely responsible for any notice or amounts required by Law relating to employment terminations or layoffs of employees of any Acquired Company that occur upon the Closing at the Purchaser’s request in connection therewith, or after the Closing, including notice or amounts under the Worker Adjustment and Retraining Notification Act and any similar state and local Laws that are applicable to Seller or any Acquired Company.
Worker Adjustment and Retraining Notification Act. Purchaser shall indemnify and hold harmless Sellers and any Seller Affiliate, in accordance with Section 8.2, from and against any Losses that may arise (i) with respect to any obligations and liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended, and each similar state law with respect to any Covered Employees terminated by DSC on or before the Transfer Date or Purchaser after the Transfer Date, (ii) by reason of Purchaser's failure to employ, to continue to employ or to employ other than on the terms and conditions provided herein, any Covered Employee or (iii) by reason of the severance from service of any Covered Employee not offered, or continued in, employment by Purchaser.
Worker Adjustment and Retraining Notification Act. The Seller shall terminate the employment of the Employees as of the Closing. As the Buyer agrees to offer employment to all of the Employees, the parties do not anticipate that the provisions of the Worker Adjustment and Retraining Notification Act, 29 U.S.C. Sections 2101-2109 (the "WARN Act") will be applicable. Notwithstanding the foregoing, the Buyer agrees to indemnify and hold harmless the Seller from and against any liability arising under the WARN Act with respect to the employees of the Seller whose termination of employment occurs on the date hereof and the Seller agrees to indemnify and hold harmless the Buyer from and against any liability under the WARN Act with respect to the employees of the Seller on account of the Seller's actions taken prior to the date of Closing. This indemnification provision shall survive the Closing and shall remain effective concurrent with the legal limitations period applicable to such WARN Act liability.
