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. 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. 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. Except as set forth on Schedule 6.3, no Seller has, within ninety (90) days prior to the date of this Agreement, terminated any employees without cause, closed any plant or facility, effectuated any layoffs of employees or implemented any early retirement, separation or similar program (regardless of whether such termination would trigger any obligations under the WARN Act), nor has any Seller announced any such action or program for the future. The Sellers shall be solely responsible, on a joint and several basis, for any obligations or other Liabilities under the WARN Act that might arise prior to the Closing Date, including providing any notice of layoff or plant closing, or maintaining the employees of any Seller on such Seller’s payroll for any period of notice required by the WARN Act. The Sellers shall retain all Liabilities, if any, for any severance or termination costs relating to employees of any Seller who, prior to the Closing Date, experience a termination of employment by any Seller as a result of the transactions contemplated by this Agreement. Purchaser shall be solely responsible for any obligations or other Liabilities under the WARN Act on or following the Closing Date. For a period of ninety (90) after the Closing, Purchaser shall not engage in any conduct that would result in an employment loss for a sufficient number of employees which if aggregated with any such conduct on the part of Seller prior to the Closing, would trigger the WARN Act.
WARN Act Liability. The Seller shall be solely responsible for any obligations under 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, 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 the Seller’s payroll for any period of notice required by the WARN Act. Except to the extent included in Assumed Liabilities, the Seller shall retain all Liabilities, if any, for any severance or termination costs relating to Employees who, on or at the Closing, experience a termination of employment by the Seller as a result of the transactions contemplated by this Agreement.
WARN Act Liability. Landlord and Tenant agree that Tenant shall hire or cause to be hired, effective at and upon Commencement Date, and will maintain or cause to be maintained (other than upon good cause) for a period of at least ninety (90) days after Commencement Date, the employment at the Casino and/or the Casino Back-of-the-House Areas, on terms and conditions reasonably comparable to those in effect on the date hereof, of a number of the Patch Tenant’s employees who were employees immediately before the Commencement Date, which is not less than: (i) sixty-eight percent (68%) of the employees who were employed by the Patch Tenant as of the Commencement Date at the Casino and/or the Casino Back-of-the-House Areas; plus (ii) the number of employees discharged by the Patch Tenant (other than for good cause) during the term of the Patch Lease. To the extent that Tenant fails to comply with any of the foregoing covenants, Tenant agrees that it shall be responsible for the payment of any and all costs, charges, penalties, compensation, severance pay, and liabilities arising under the WARN Act and Tenant agrees to indemnify, defend and hold Landlord harmless from and against any and all claims, causes of action, judgments, damages, penalties and liabilities asserted under the WARN Act whether against Landlord or Tenant, arising from Tenant’s failure to comply with the foregoing covenants.
WARN Act Liability. The Manager and Sellers shall comply with the requirements of the Worker Adjustment and Retraining Act of 1988, as amended (the "WARN Act") (and any similar state law applicable to any Seller) with respect to any "layoff," "mass layoff," "plant closing," "relocation" or "termination," as those terms are defined in the WARN Act (and any similar state law applicable to any Seller), which may result from the Manager's or any Seller's termination of the employment of any of its employees in connection with the transactions contemplated by this Agreement.
