COVID-19 Matters Sample Clauses

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) 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. (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. 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) As of the date hereof, no Group Company has received any written notices from any Top Customer, Payment Partner, Top Referral Partner or Top Supplier currently seeking (i) to excuse its non-performance, or delay its performance, under existing Contracts due to interruptions caused by the COVID-19 Pandemic or COVID-19 Measures (through invocation of force majeure or similar provisions, or otherwise), or (ii) to modify any existing Contracts due to the COVID-19 Pandemic or COVID-19 Measures. As of the date hereof, no Group Company has issued any written notices to any Top Customer, Payment Partner, Top Referral Partner or Top Supplier currently seeking (A) to excuse such Group Company’s non-performance, or delay such Group Company’s performance, under existing Contracts with any Top Customer, Payment Partner, Top Referral Partner or Top Supplier due to interruptions caused by the COVID-19 Pandemic or COVID-19 Measures or (B) to modify any existing Contracts with any Top Customer, Payment Partner, Top Referral Partner or Top Supplier due to the COVID-19 Pandemic or COVID-19 Measures. (b) Section 4.21(b) of the Company Disclosure Schedules sets forth the following changes to each Group Company’s work force implemented as a direct result of the COVID-19 Pandemic or COVID-19 Measures, if any, from March 1, 2020 through the date hereof: (i) the date of any employee furloughs, layoffs, terminations, and whether such changes are intended to be temporary or permanent, (ii) the date and aggregate amount of any employee salary or wage reductions, and whether such changes are intended to be temporary or permanent, and (iii) if applicable, the date any such employees returned to work or are expected to return to work.

COVID-19 Matters. The First Heritage Entities have complied in all material respects with all Laws with respect to COVID-19.

COVID-19 Matters a. The School District shall observe, and shall cause its employees and students to observe, all requirements and best practices related to preventing the transmission of COVID-19 as may be published from time to time by governmental authorities having jurisdiction, including but not limited to the U.S. Centers for Disease Control and Prevention and state and local health authorities, as well as its own internal policies related to the same. Notwithstanding anything herein to the contrary, the University shall be entitled to immediately suspend or terminate the program or terminate this Agreement in the event it reasonably believes that doing so is necessary to ensure the safety of its students. In the event that the School District ceases or otherwise suspends in-person operations due to COVID-19, the program shall continue on a remote basis and the parties shall work together in good faith as needed to ensure the success of the program in a remote format.

COVID-19 Matters. (a) Except as set forth on Section 3.21(a) of the Seller Disclosure Schedules, no Purchased Entity has applied for or incurred any Pandemic-Relief Debt. (b) As used herein: