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.
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.
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.
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. Except as set forth in Section 3.26 of the Disclosure Schedule:
COVID-19 Matters. Except as set forth in Section 3.25 of the Buyer Disclosure Schedule, each of Buyer 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 Buyer 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 Buyer or any of its Subsidiaries to conduct its business. Section 3.25 of the Buyer Disclosure Schedule sets forth a list of each loan, exclusion, forgiveness, application for assistance or other item which Buyer or any of its Subsidiaries has received or for which Buyer 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 3.25 of the Buyer Disclosure Schedule, neither Buyer 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. 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. [Signatures Begin on Following Page.] DocuSign Envelope ID: 3850F6CCDa-sD8e4A2-041-C1D1-A758C53--8C2CS0S0771ED14o2c 462-1 Filed 08/19/20 Page 24 of 65
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) 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.
