COVID-19 Matters. Notwithstanding anything to the contrary contained in this Agreement, if Purchaser is unable to complete (or cause to complete) its Due Diligence Studies prior to the expiration of the Due Diligence Period or the Closing on the Closing Date despite its good faith efforts to do so and there exists either (a) a Governmental Order regarding their movements and/or ability to work as declared by the applicable Governmental Authority, or (b) other closures or officially confirmed delays in the response time of the Governmental Authorities or their respective sub-agencies as a result of the COVID-19 outbreak, then upon written notice to Seller, Purchaser shall have an one-time option to extend the Due Diligence Period and the Closing Date, respectively, for a period no longer than thirty (30) days so long as Purchaser diligently pursues completing its Due Diligence Studies or the Closing, whichever is applicable, during the extended timeframe.
COVID-19 Matters. (a) Except as set forth in Schedule 3.29, no counterparty to any Contract to which any Company is a party has been unable to perform its obligations or defaulted under such Contract citing COVID-19 as the primary reason there-for and no Company has received any notices seeking (i) to excuse a third party’s non-performance, or delay a third party’s performance, under existing Contracts due to interruptions caused by COVID-19 (through invocation of force majeure or similar provisions, or other-wise) or (ii) to modify any existing contractual relationships due to COVID-19. Except as set forth in Schedule 3.29, no Company has issued any notices seeking to excuse such Company’s non-performance, or delay such Company’s performance, under existing Contracts due to interruptions caused by COVID-19 or otherwise modify any existing contractual relationships due to COVID-19.
(b) Other than the Company PPP Loans and those SBA loans received by 2WRCO and 2WRGA (which loans occurred prior to COVID-19), no Company has received any loans, grants, or funding directly from any government programs or any other third Person as a result of or in connection with COVID-19 or under the CARES Act or from the SBA, U.S. Department of Treasury or other Governmental Entity.
(c) No Company is collecting, or has ever collected, any health data (e.g., temperature readings, symptom information, etc.) from employees or visitors in connection with COVID-19. No Company has implemented any other measures in response to COVID-19 that involve creating, collecting, tracking, maintaining or analyzing any data relating to employees or visitors.
(d) The Companies have complied with all Governmental Orders, guidelines and directives promulgated by Governmental Entities with respect to COVID-19 in all material respects, including all Occupational Safety and Health Administration and Centers for Disease Control and Prevention guidelines and requirements.
(e) Except as set forth in Schedule 3.29, there have been no material changes to any Company’s work force attributable to COVID-19, including (i) employee furloughs, layoffs or terminations; (ii) employee salary or wage reductions, or other changes in employee compensation, or (iii) any changes to any employee benefit that any Company makes available to its employees. No Company has amended its Employee Benefit Plans in response to COVID-19.
(f) Except as set forth in Schedule 3.29, no Company has received any material complaints, concerns or claims (...
COVID-19 Matters. (a) Except as set forth on Schedule 3.24(a), no Group Company has participated in any COVID-19-related programs (including the PPP) or sought or received benefits, advances or relief thereunder or under any other COVID-19 laws. Except as set forth on Schedule 3.24(a), no Group Company has claimed any Tax credit or deferral pursuant to a COVID-19 law.
(b) To the extent any Group Company is requiring employees to perform in-person work in any location subject to an order of any Governmental Entity issued in response to COVID-19, the operations of such Group Company qualify as an “Essential Business”, or term of similar import, such that such Group Company is allowed to operate under and for purposes of such order or such Group Company is otherwise permitted to allow in-person work under the terms of such order. No Group Company has implemented, and currently has no plans to implement, any reductions in hours, furloughs, or salary reductions in connection with COVID-19 that would (i) cause any employee currently classified as “exempt” under applicable federal, provincial and state law to lose such “exempt” status, or (ii) cause any employee’s compensation to fall below the applicable federal, provincial, state, or local minimum wage.
COVID-19 Matters. (a) The Company has not experienced any disruption in its supply chain as a result of the COVID-19 virus (“COVID-19”). The Company has not made, nor currently plans to make, any changes to its supply chain or vendors in response to COVID-19.
(b) No counterparty to any Contract to which the Company is a party has been unable to perform its obligations or defaulted under such Contract or, to the Knowledge of Seller, filed for bankruptcy or insolvency relief, or indicated a likelihood to do so; provided, however, that the reasonable investigation and due inquiry required by the definition of “Knowledge of Seller” as used in connection with this sentence shall not require the Company to contact such counterparty to ascertain its future intentions. The Company has not received any written notices seeking (i) to excuse a third party’s non-performance, or delay a third party’s performance, under existing Contracts due to interruptions caused by COVID-19 (through invocation of force majeure or similar provisions, or otherwise) or (ii) to modify any existing contractual relationships due to COVID-19. The Company has not issued any notices seeking (A) to excuse the Company’s non-performance, or delay the Company’s performance, under existing contracts due to interruptions caused by COVID-19 or (B) to modify any existing contractual relationships due to COVID-19.
(c) The Company has not received any loans, grants, or funding from any government programs or any third Person in connection with COVID-19, including, without limitation, any loans received by the Company under the CARES Act including any Small Business Association loan (i.e., a PPP Loan).
(d) The Company has complied with the paid sick leave and emergency family leave requirements of the FFCRA, and to the extent the Company has received any corresponding Tax credit under the FFCRA for providing such paid leave, it has done so in compliance with the FFCRA.
(e) Section 4.13(e) of the Disclosure Schedule sets forth all changes to the Company’s work force attributable to COVID-19, including (i) the date of any employee furloughs, layoffs, terminations, and whether such changes are intended to be temporary or permanent, (ii) the date and amount of any employee salary or wage reductions, or other changes in employee compensation, and whether such changes are intended to be temporary or permanent, (iii) if applicable, the date any such employees returned to work or are expected to return to work, (iv) any severan...
COVID-19 Matters. Except as set forth in Section 2.23 of the Company Disclosure Schedule, each of the Company and its Subsidiaries is in compliance in all material respects with any and all COVID-19 Measures, including as may be applicable to any location in which the Company or its Subsidiaries operates. No event has occurred and no condition exists that would reasonably be expected to interfere with or impede the availability of the workforce of the Company or any of its Subsidiaries to conduct its business. Section 2.23 of the Company Disclosure Schedule sets forth a list of each loan, exclusion, forgiveness, application for assistance or other item which the Company or any of its Subsidiaries has received or for which the Company or any of its Subsidiaries has applied pursuant to any COVID-19 Measure, including any “Paycheck Protection Program” loan, “Economic Stabilization Fund” loan or other United States Small Business Administration loan, which receipt and/or application is in compliance with all applicable Laws. Except as set forth in Section 2.23 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has had any actual or anticipated workforce changes resulting from disruptions caused by COVID-19 or COVID-19 Measures, including any actual or expected terminations, layoffs, furlough, shutdowns (whether voluntary or by decree, judgment, injunction or other), nor are any such changes currently contemplated.
COVID-19 Matters. Except as set forth in Section 3.31 of the Disclosure Schedules, since January 1, 2020, the Company has not: (i) closed any part of the business or adopted plans to take any such action in connection with COVID-19; (ii) agreed to defer or modify payment terms with respect to any accounts receivable, or received any request to take such actions from any third-party, written off any accounts receivable or increased any reserves for uncollectible accounts in each case, in connection with COVID-19; (iii) deferred payment of, or modified payment terms with respect to, any accounts payable or indebtedness for borrowed money, or requested any such deferment or modification from any third-party in each case in connection with COVID-19; (iv) deferred payment of any Taxes or adopted plans to defer payment of any Taxes, or adopted plans to take any such action, in each case, in connection with COVID-19; (v) laid-off, furloughed, terminated or materially changed compensation or benefits of, whether on a temporary or permanent basis, any employees, any individual independent contractors or individual consultants, or adopted plans to take any such action, in each case, due to COVID-19; (vi) made any claim under any insurance policy or, to the Company’s Knowledge, experienced any event or circumstance to which a claim may be made under any insurance policy relating to COVID-19; (vii) suffered a material disruption relating to COVID-19 in its supply chains; or (viii) entered into any Contract to do any of the foregoing or undertaken any action or omission that would result in any of the foregoing. Section 3.31 of the Disclosure Schedules identifies in reasonable detail all policies regarding COVID-19 adopted by the Company, whether with respect to its employees, individual independent contractors, individual consultants, customers, or suppliers or otherwise, and the date of adoption of each such policy. The Company has adopted and implemented commercially reasonable business continuity plans that are intended to allow the Company to continue operations to the maximum extent possible during COVID-19. Except as set forth in Section 3.31 of the Disclosure Schedules, the Company has not applied for or incurred any Indebtedness in connection with any Law or program involving any Governmental Authority providing or expanding any loan, guaranty, investment, participation, grant, program or other assistance in response to or to provide relief for COVID-19, including any Paycheck ...
COVID-19 Matters. (a) Except as set forth on the “COVID-19 Matters Schedule”, the Company has not participated in any COVID-19-related programs (including the PPP) or sought or received benefits, advances or relief thereunder or under any other COVID-19 Laws. Except as set forth on the “COVID-19 Matters Schedule”, the Company has not claimed any Tax credit, deferral or other benefit pursuant to a COVID-19 Law. Except as set forth on the “COVID-19 Matters Schedule”, no action by the Company taken prior to the Closing Date will impair the eligibility of the Purchaser or any of its Affiliates (including the Company following the Closing) to claim any payroll Tax credit or deferral that is permitted by a COVID-19 Law.
(b) To the Company’s Knowledge, no event has occurred and no condition exists that would interfere with or impede the availability of the workforce of the Company to conduct the Business and there is no anticipated labor shortage as a result of, in connection with, or related to, COVID-19, a pandemic, any such orders or other similar events. To the extent the Company is requiring employees to perform in-person work in any location subject to such an order, the operations of the Business at such location qualifies as an “Essential Business”, or term of similar import, that is allowed to operate under and for purposes of such order. The Company has not implemented, and currently has no plans to implement, any reductions in hours, furloughs, or salary reductions in connection with COVID-19 that would (i) cause any employee currently classified as “exempt” under applicable federal, provincial and state law to lose such “exempt” status, or (ii) cause any employee’s compensation to fall below the applicable federal, provincial, state, or local minimum wage.
COVID-19 Matters. (a) Correct and complete copies of all Contracts and other documentation relating to the PPP Loan have been made available to Acquirer. Other than the PPP Loan, the Company has not participated in any COVID-19-related programs or sought benefits or relief thereunder or under any other COVID-19 Laws or any COVID-19-related Orders.
(b) Each of the certifications, representations, warranties and disclosures made by or on behalf of the Company in connection with the Company’s application for receipt and forgiveness of the PPP Loan are correct and complete in all respects, and were correct and complete in all respects when made. The Company has complied with and has satisfied in all material respects, and is in compliance with and continues to satisfy in all material respects, all of the criteria for the PPP Loan set forth in the PPP Rules and the forgiveness thereof.
(c) The PPP Loan has been partially repaid and the balance forgiven in accordance with the applicable COVID-19 Laws, each in accordance with applicable Law, including the PPP Rules.
(d) The Company is and at all times has been in compliance in all material respects with any and all (i) “stay-at-home”, “shelter-in-place”, or “safer at home” Orders or similar Orders issued by any Governmental Entity applicable to any location in which the Company operates and (ii) COVID-19 Laws.
(e) To the Knowledge of the Company, no event has occurred and no condition exists that would interfere with or impede the availability of the Company’s workforce to conduct its business as currently conducted and as currently contemplated to be conducted, and, to the Knowledge of the Company, there is no anticipated labor shortage as a result of, in connection with, or related to COVID-19, a pandemic, any such Orders or other similar events, except in each case as would not reasonably be likely to be materially adverse to the Company. To the extent the Company is requiring employees to perform in-person work in any location subject to such an Order, the Company represents that all or part of its operations qualify as an “Essential Business”, or term of similar import, that is allowed to operate under and for purposes of such Order.
(f) Except as set forth on Schedule 2.21(e), no employee layoff, facility closure or shutdown, whether voluntary or by COVID-19 Law, reduction-in-force, furlough, temporary layoff, material work schedule change or reduction in hours, or reduction in salary or wages, or other workforce changes af...
COVID-19 Matters. (a) Schedule 4.22 sets forth all CARES Act stimulus fund programs or other programs related to COVID-19 in which any of the Companies is participating or have participated, and the amount of funds received or requested by each of the Companies for each such program (together with any additional CARES Act or other COVID-19 program stimulus funds hereafter received by each of the Companies, the “CARES Funds”). Each of the Companies has maintained accounting records associated with the CARES Funds in compliance in all material respects with all of the terms and conditions of such programs. Each of the Companies has utilized all such CARES Funds received pursuant to the Public Health and Social Services Emergency Fund in accordance with all applicable Laws and the applicable Relief Fund Payment Terms and Conditions. Further, any such CARES Funds that have not been so used are maintained in the bank account(s) of the Companies and have not been distributed to any other person or otherwise utilized of expended.
(b) All PPP Loan applications and PPP Loan forgiveness applications are true, accurate and complete and a copy of all PPP Loan applications and PPP Loan forgiveness applications of the Companies have been made available to the Purchaser. The Companies were eligible for such PPP Loan. All PPP Loans have been fully forgiven.
COVID-19 Matters. The First Heritage Entities have complied in all material respects with all Laws with respect to COVID-19.
