Coronavirus Pandemic Matters Sample Clauses

Coronavirus Pandemic Matters. (a) None of the Success Subject Companies applied for, or received, any relief from Taxes or other Tax benefit under the CARES Act or any other Coronavirus Pandemic-related Law, including claiming an employee retention credit or deferring any amount of employer or employee pay-roll Taxes.
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Coronavirus Pandemic Matters. 37 Section 2.31 No Other Representations or Warranties..............................................38 ARTICLE 3
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Coronavirus Pandemic Matters. (a) With respect to the PPP Loan: (i) Xxxxxxx was eligible pursuant to the Paycheck Protection Program Laws to apply for and receive the PPP Loan; (ii) Xxxxxxx was, at all times, in compliance in all material respects with all of the terms and conditions of the PPP Loan and the requirements of the Paycheck Protection Program Laws applicable to the PPP Loan; and (iii) all of the proceeds of the PPP Loan were utilized for forgiveness eligible or other allowable uses as proscribed in the Paycheck Protection Program Laws. Sellers have made available true, accurate, and complete copies of all documents received by Xxxxxxx from the PPP Lender or any Governmental Authority with respect to the PPP Loan. Other than the PPP Loan, none of the Acquired Companies has received any loan under the Paycheck Protection Program administrated by the U.S. Small Business Administration. Xxxxxxx timely submitted application(s) for forgiveness of the PPP Loan and the PPP Loan was forgiven in full on June 10, 2021. Sellers have made
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Coronavirus Pandemic Matters. (a) Disclosure Schedule 5.22(a) sets forth all loans received by the Company under the CARES Act, including any PPP Loans. The Company has provided to the Purchaser true, correct, and complete copies of all documents received by the Company or its Subsidiaries with respect to any such PPP Loans. Except as set forth on Disclosure Schedule 5.22(a), the Company and its Subsidiaries are in full compliance with the terms of the PPP Loans, including the applicable requirements governing the Company’s or its Subsidiaries’ application for PPP Loans and all related certifications, and all such related certifications were, and are currently, true and correct. The Company and its Subsidiaries are in compliance in all material respects with all requirements for the PPP Loans to allow the PPP loans to be forgiven in full, and the Company expect that the Company and its Subsidiaries will remain in compliance in all material respects with all such requirements. The Company and its Subsidiaries have used all of the proceeds of the PPP Loans only for the purposes permitted under the applicable Laws promulgated under the CARES Act or other rulemaking with respect to the PPP Loans.
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Coronavirus Pandemic Matters. 47 SECTION 4.31. International Trade ....................................................................................... 48 SECTION 4.32. Indebtedness and Transaction Expenses ...................................................... 49 SECTION 4.33. Disclosure; No Other Representations and Warranties ................................ 49 ARTICLE V BUYER PARTY REPRESENTATIONS AND WARRANTIES ....................................... 49 SECTION 5.01. Organization; Power; Execution .................................................................. 49 SECTION 5.02.
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Coronavirus Pandemic Matters. 48 (a) Schedule 4.30(a) sets forth all loans, grants, or funding received by each Company Entity under any Coronavirus Relief Programs, including any PPP Loan and any EIDL/RRF Grant. The Seller Parties have made available to Buyer true, correct, and complete copies of all documents received by any Company Entity or any Seller Party with respect to each PPP Loan, EIDL/RRF Grant and/or any other Coronavirus Relief Program (collectively, the “Coronavirus Relief Loans”). In obtaining and applying for the Coronavirus Relief Loans, each Company Entity satisfied all eligibility and certification requirements at the time of the application for the Coronavirus Relief Loans. All certifications made by the Company Entities to the applicable lenders in connection with the Coronavirus Relief Loans (including on the application for the PPP Loans) were, at the time made, true, correct and made in good faith. Each Company Entity has complied in all material respects with the requirements of all loan programs that such Company Entity participated in under the CARES Act (or any similar legislation), including any restrictions on the use of any borrowed funds. Other than the PPP Loans and EIDL/RRF Grants set forth on Schedule 4.30(a), no Company Entity has received any other loans, grants, or funding from any government programs or any other third Person as a result of or in connection with the Coronavirus Pandemic. Except as set forth on Schedule 4.30(a), no Company Entity is subject to (nor has it received an exclusion from the applicable Governmental Entity from) any COVID-19 Measures, such that each Company Entity may continue to operate in the ordinary course of business (which, for the purpose of this Section 4.30(a), shall mean the ordinary course of business of the Company Entities prior to January 1, 2020). (b) The full amount of each PPP Loan has been forgiven by the SBA and the applicable lender in accordance with all applicable Laws and the forgiveness amounts have been remitted by SBA to the applicable lender and applied by the applicable lender to payment in full of each PPP Loan (including all accrued and unpaid interest and fees thereon). SECTION 4.31.
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Related to Coronavirus Pandemic Matters

  • Environmental, Health and Safety Matters (a) The Company has complied and is in compliance with all Environmental, Health, and Safety Requirements.

  • Research Independence The Company acknowledges that each Underwriter’s research analysts and research departments, if any, are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies, and that such Underwriter’s research analysts may hold and make statements or investment recommendations and/or publish research reports with respect to the Company and/or the offering that differ from the views of its investment bankers. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against such Underwriter with respect to any conflict of interest that may arise from the fact that the views expressed by their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company by such Underwriter’s investment banking divisions. The Company acknowledges that the Representative is a full service securities firm and as such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short position in debt or equity securities of the Company.

  • Research Matters By entering into this Agreement, the Placement Agent does not provide any promise, either explicitly or implicitly, of favorable or continued research coverage of the Company and the Company hereby acknowledges and agrees that the Placement Agent’s selection as a placement agent for the Offering was in no way conditioned, explicitly or implicitly, on the Placement Agent providing favorable or any research coverage of the Company. In accordance with FINRA Rule 2711(e), the parties acknowledge and agree that the Placement Agent has not directly or indirectly offered favorable research, a specific rating or a specific price target, or threatened to change research, a rating or a price target, to the Company or inducement for the receipt of business or compensation.

  • FCC Matters Except for the filing of tariffs with the FCC, ----------- each Loan Party has duly and timely filed all filings which are required to be filed by it under the Communications Act, the failure to file which could reasonably be expected to have a Material Adverse Effect and is in all material respects in compliance with the Communications Act, including the rules and regulations of the FCC applicable to it, the failure to be in compliance with which could reasonably be expected to have a Material Adverse Effect. No failure to pay any Indebtedness owing to the FCC in respect of any C-Block FCC License has occurred, except in accordance with the orders, rules and regulations of the FCC.

  • Virus Management Transfer Agent shall maintain a malware protection program designed to deter malware infections, detect the presence of malware within the Transfer Agent environment.

  • Labour Matters No material work stoppage, strike, lock-out, labour disruption, dispute, grievance, arbitration, proceeding or other conflict with the employees of the Corporation or the Subsidiaries currently exists or, to the knowledge of the Corporation, is imminent or pending and the Corporation and the Subsidiaries are in material compliance with all Applicable Law respecting employment and employment practices, terms and conditions of employment and wages and hours.

  • FDA Matters (a) The Corporation has (i) complied in all material respects with all applicable laws, regulations and specifications with respect to the manufacture, design, sale, storing, labeling, testing, distribution, inspection, promotion and marketing of all of the Corporation’s products and product candidates and the operation of manufacturing facilities promulgated by the U.S. Food and Drug Administration (the “FDA”) or any corollary entity in any other jurisdiction and (ii) conducted, and in the case of any clinical trials conducted on its behalf, caused to be conducted, all of its clinical trials with reasonable care and in compliance in all material respects with all applicable laws and the stated protocols for such clinical trials.

  • Environmental and Safety Matters Except as disclosed in Schedule 4.13:

  • UCC Matters Such Seller shall not change its state of organization or incorporation or its name, identity or corporate structure such that any financing statement filed to perfect the Purchaser’s interests under this Agreement would become seriously misleading, unless such Seller shall have given the Purchaser not less than thirty (30) days’ prior written notice of such change.

  • Manufacturing and Marketing Rights The Company has not granted rights to manufacture, produce, assemble, license, market, or sell its products to any other person and is not bound by any agreement that affects the Company's exclusive right to develop, manufacture, assemble, distribute, market, or sell its products.

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