COVID-19 Funds. Sellers shall keep Buyer reasonably informed, and, to the extent practicable, reasonably consult in advance with Buyer, as to any actions taken or proposed to be taken in connection with any COVID-19 Funds that would affect the Business or the Company Group following Closing, provided that neither Seller nor any of its Affiliates shall be required to seek or obtain the consent of Buyer prior to applying for, reporting, conducting audits, requesting or otherwise seeking, or accepting or repaying, or taking any similar action with respect to, any COVID-19 Funds.
COVID-19 Funds. New Operator acknowledges that Existing Operator has received, and may continue to receive after the Closing Date: (1) funds made available to Existing Operator pursuant to the Coronavirus Aid, Relief and Economic Security Act (“CARES Act Payments”), (2) advanced payments from CMS pursuant to the CMS Accelerated and Advance Payment Program related to COVID-19 (“Medicare Advance Payments”), and/or (3) certain other stimulus funds related to COVID-19 which are not CARES Act Payments or Medicare Advance Payments (“Other COVID-19 Funds”). Existing Operator or their Affiliates shall be entitled to retain any CARES Act Payments received prior to the Closing Date. To the extent that additional CARES Act Payments are received by Existing Operator after the Closing Date, and such payments are required to be used for costs and expenses related to the Facilities for the period on or following the Closing Date, Existing Operator shall return all such CARES Act Payments to CMS pursuant to the guidance and procedures set forth by CMS for return of such CARES Act Payments. Following the return of such CARES Act Payments, Existing Operator shall reasonably cooperate with New Operator in their applications to CMS for reissuance of such CARES Act Payments to New Operator. For the avoidance of doubt, in no event shall Existing Operator or their Affiliates be obligated to transfer any CARES Act Payments to New Operator or their Affiliates. Neither Existing Operator nor their Affiliates shall have any obligation to transfer to New Operator or their Affiliates any Medicare Advance Payments received by Existing Operator, whether received on or after the Closing Date, and will return any such Medicare Advance Payments to CMS to the extent, and within the applicable timeframe, required by any applicable Legal Requirements. With respect to any Other COVID-19 Funds received by Existing Operator, Existing Operator shall reasonably cooperate with New Operator in good faith to address such Other COVID-19 Funds in accordance with applicable Legal Requirements. To the extent that any CARES Act Payments, Medicare Advance Payments or Other COVID-19 Funds, which relate to the period prior to the Closing Date or are received under Existing Operator’ provider numbers or tax identification numbers, are received by New Operator after the Closing Date, to the extent permitted by applicable Legal Requirements, New Operator shall remit any such funds received by New Operator to Existing Operator i...
