PPP Loan Matters Sample Clauses

PPP Loan Matters. Neither the Parent nor any Loan Party has used any proceeds of the PPP Loan for any purpose other than the proper legal purposes set forth in the CARES Act and the regulations promulgated by the U.S. Department of the Treasury and the SBA thereunder.
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PPP Loan Matters. (a) The Parent and each Loan Party shall use any and all proceeds of the PPP Loan for all proper legal purposes as set forth in the CARES Act and the regulations promulgated by the U.S. Department of the Treasury and the SBA thereunder. (b) The Parent and each Loan Party shall file all necessary documents with respect to, and to seek forgiveness of the maximum principal amount of the PPP Loan as permitted under the CARES Act and the regulations promulgated thereunder, no later than the last calendar day of the PPP Period, and to provide the Administrative Agent with written evidence of such forgiveness of the PPP Loan reasonably satisfactory to the Administrative Agent. If such forgiveness is not timely obtained, the portion of the principal amount of the PPP Loan that is not forgiven will no longer be disregarded for purposes of compliance with all applicable covenants in this Agreement, including, without limitation, the financial covenants contained in Section 11.12. Any remaining unforgiven principal amount of the PPP Loan will thereafter be unsecured Indebtedness of the Parent or the applicable Loan Party(ies), as applicable, for purposes of compliance with all applicable covenants under this Agreement. (c) At all times during the PPP Period, the Parent and each Loan Party shall (i) keep detailed records of utilization of the proceeds of the PPP Loan and (ii) from time to time, upon the request of the Administrative Agent, (x) provide a copy of any application for forgiveness of the PPP Loan under Section 1106 of the CARES Act and any determination regarding the acceptance or denial (in whole or part) of the PPP Loan’s application for forgiveness, (y) provide copies of any and all such records of the utilization of the proceeds of the PPP Loan, and (z) provide report(s) that track the amount of expenses that are permitted and that are forgivable (in each case, under the terms of the PPP Loan and the CARES Act) versus the aggregate amount of the PPP Loan.
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PPP Loan Matters. (a) That Company has filed its Forgiveness Applications and received such forgiveness. From and after the date of this Agreement until the Closing and, should the Closing occur, following the Closing, Seller’s Representative shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments, and documents, as the PPP Lender or any Governmental Authority (including the SBA) may reasonably request relative to the underlying loan. If, at any time, the Seller’s Representative receives notice from any Governmental Authority that such Governmental Authority is conducting (or intends to conduct) an audit of the PPP Loan, then Seller’s Representative shall immediately provide notice of the same to Buyer, which notice shall include a true, correct and complete copy of any written communication received from any Governmental Authority with respect thereto. Seller’s Representative shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as Buyer, the PPP Lender or any Governmental Authority (including the SBA) may reasonably request in order to respond to and administer any such audit of the PPP Loan, and shall keep Buyer reasonably apprised of all activities associated with such audit. (b) Buyer shall promptly (and in any event within three (3) business days after receipt thereof) provide notice to the Seller’s Representative of the final resolution of any audit of the PPP Loan .
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PPP Loan Matters. (a) Prior to the Closing, the Company shall have deposited an aggregate amount of $849,866.04 (the “PPP Loan Deposit Amount”) in a deposit account pursuant to an escrow agreement (the “PPP Loan Escrow Agreement”) by and among Bank of America, N.A., in its capacity as the lender of the PPP Loan (the “PPP Lender”), the PPP Lender, in its capacity as the escrow agent depository, and the Company. Pursuant to the escrow agreement, the PPP Lender shall hold the PPP Loan Deposit Amount as a cash security pending consideration of the Company’s application for forgiveness of the PPP Loan. From and after the Closing, no Party shall take any action with respect to the PPP Loan Deposit Amount, the escrow agreement or the PPP Loan forgiveness application, without the prior written consent of Parent and the Stockholder Representative. The PPP Loan Deposit Amount will remain in escrow with the PPP Lender and will only be released from escrow pursuant to the terms of the PPP Loan Escrow Agreement. (b) Within five (5) Business Days of receipt by the Final Surviving Company of that portion of the PPP Loan, if any (such portion, the “Forgiven PPP Loan Amount”), released from the escrow pursuant to the terms of the PPP Loan Escrow Agreement, and only to the extent of the PPP Forgiven Loan Amount, the Final Surviving Company shall, or shall cause Parent on its behalf to, make the payments set forth on Schedule D (subject to and in accordance with Schedule D) (the “Escrow Payments”). The Final Surviving Company shall have no obligation to pay the Escrow Payments to the extent the Escrow Payments exceed the PPP Forgiven Loan Amount. In the event that the PPP Forgiven Loan Amount is in excess of the Escrow Payments, Parent, on behalf of the Final Surviving Company, shall promptly cause the Exchange Agent to distribute any such excess amount (the amount of such excess, minus any fees and expenses of the Exchange Agent, the “Excess Escrow Payments”) to the As-Converted Stockholders based on their Pro Rata Share, and thereafter neither Parent nor the Final Surviving Company shall have any further obligation with respect to the PPP Forgiven Loan Amount.
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Related to PPP Loan Matters

  • Loan Matters (a) Neither Southwest nor any of its Subsidiaries is a party to any written or oral Loan in which Southwest or any Southwest Subsidiary is a creditor which as of September 30, 2016, had an outstanding balance of $50,000 or more and under the terms of which the obligor was, as of November 30, 2016, over 90 days or more delinquent in payment of principal or interest. Except as such disclosure may be limited by any applicable Law, Section 4.29(a) of Southwest’s Disclosure Memorandum sets forth a true, correct and complete list of all of the Loans of Southwest and its Subsidiaries that, (A) as of September 30, 2016 had an outstanding balance of $50,000 or more and were (1) on non-accrual status or (2) classified by Southwest as “Other Loans Specially Mentioned,” “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import, together with the principal amount of and accrued and unpaid interest on each such Loan and the aggregate principal amount of and accrued and unpaid interest on such Loans as of such date, and (B) at any point since December 31, 2012, constituted a “Troubled Debt Restructuring,” as defined in the Accounting Standards Codification Subtopic 310-40. (b) Each Loan currently outstanding (i) is evidenced by notes, agreements or other evidences of indebtedness that are true, genuine and what they purport to be, (ii) to the extent secured, has been secured by valid Liens which have been perfected and (iii) is a legal, valid and binding obligation of the obligor named therein, enforceable in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). The notes or other credit or security documents with respect to each such outstanding Loan were in compliance in all material respects with all applicable Laws at the time of origination or purchase by a Southwest Entity and are complete and correct in all material respects. (c) Each outstanding Loan (including Loans held for resale to investors) was solicited and originated, and is and has been administered and, where applicable, serviced, and the relevant Loan files are being maintained, in all material respects in accordance with the relevant notes or other credit or security documents, Southwest’s written underwriting standards (and, in the case of Loans held for resale to investors, the underwriting standards, if any, of the applicable investors) and with all applicable requirements of Laws. (d) None of the Contracts pursuant to which any Southwest Entity has sold Loans or pools of Loans or participations in Loans or pools of Loans contains any obligation to repurchase such Loans or interests therein solely on account of a payment default by the obligor on any such Loan. Except as would not be material to Southwest and its Subsidiaries, each Loan included in a pool of Loans originated, securitized or, to the Knowledge of Southwest, acquired by Southwest or any of its Subsidiaries (a “Pool”) meets all eligibility requirements (including all applicable requirements for obtaining mortgage insurance certificates and Loan guaranty certificates) for inclusion in such Pool. All such Pools have been finally certified or, if required, recertified in accordance with all applicable Laws, rules and regulations, except where the time for certification or recertification has not yet expired. No Pools have been improperly certified, and, except as would not be material to Southwest and its Subsidiaries, no Loan has been bought out of a Pool without all required approvals of the applicable investors. (e) (i) Section 4.29(e) of Southwest’s Disclosure Memorandum sets forth a list of all Loans as of the date hereof by Southwest to any directors, executive officers and principal shareholders (as such terms are defined in Regulation O of the Federal Reserve Board (12 C.F.R. Part 215)) of any Southwest Entity, (ii) there are no employee, officer, director, principal shareholder or other affiliate Loans on which the borrower is paying a rate other than that reflected in the note or other relevant credit or security agreement or on which the borrower is paying a rate which was not in compliance with Regulation O and (iii) all such Loans are and were originated in compliance in all material respects with all applicable Laws. (f) Neither Southwest nor any of its Subsidiaries is now nor has it ever been since December 31, 2012, subject to any material fine, suspension, settlement or other contract or other administrative agreement or sanction by, or any reduction in any loan purchase commitment from, any Regulatory Agency relating to the origination, sale or servicing of mortgage or consumer Loans.

  • Conditions Precedent to Loans and Letters of Credit 32 Section 3.1 Conditions To Effectiveness.................................................32 Section 3.2 Each Credit Event...........................................................33 Section 3.3 Delivery of Documents.......................................................34

  • Guaranty Matters The Lenders irrevocably authorize the Agent, at its option and in its discretion, to release any Guarantor from its obligations under the Guaranties if such Person ceases to be a Subsidiary of the Borrower as a result of a transaction permitted hereunder. Upon request by the Agent at any time, the Required Lenders will confirm in writing the Agent’s authority to release any Guarantor from its obligations under the Guaranty pursuant to this Section 14.9.

  • Assignment of Commitments Under Certain Circumstances (a) In the event that any Lender shall have delivered a notice or certificate pursuant to subsection 10.10 or any Borrower has been required to pay any Taxes in respect of any Lender pursuant to subsection 10.12, the U.S. Borrower shall have the right, at its own expense, upon notice to such Lender and the General Administrative Agent, to require such Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in subsection 18.6) all its interests, rights and obligations under this Agreement to another bank or financial institution identified by the U.S. Borrower and reasonably acceptable to the General Administrative Agent (subject to the restrictions contained in subsection 18.6) which shall assume such obligations; provided that (i) no such assignment shall conflict with any law, rule or regulation or order of any Governmental Authority and (ii) the Borrower or the assignee, as the case may be, shall pay to the transferor Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder, including, without limitation, amounts payable pursuant to subsection 10.10 and any amounts that would be payable under Subsection 10.11 if such amount were a prepayment made in the amount and on the date of such assignment. (b) In the event that any Multicurrency Lender (including a Transferee) does not, for any reason, deliver all forms and certificates required to permit all payments by all Foreign Subsidiary Borrowers hereunder to be made free and clear of, and without deduction or withholding for or on account of, any Taxes, the U.S. Borrower may, so long as no Event of Default has occurred and is continuing, require such Multicurrency Lender, upon five Business Days' prior written notice from the U.S. Borrower, to assign the entire then outstanding principal amount of the Multicurrency Loans owing to such Multicurrency Lender and the entire Multicurrency Commitment of such Multicurrency Lender to one or more Lenders selected by the U.S. Borrower which, after giving effect to such assignment, will have a U.S. Revolving Credit Commitment in excess of its Multicurrency Commitment. In the case of any such assignment to another Lender, such assignee Lender shall assign to such assignor Multicurrency Lender a principal amount of outstanding U.S. Revolving Credit Loans owing to such assignee Lender equal to the lesser of (i) the U.S. Dollar Equivalent of the amount of Multicurrency Loans assigned to such assignee Lender and (ii) the aggregate outstanding principal amount of U.S. Revolving Credit Loans owing to such assignee Lender. Any such assignments pursuant to the two precedent sentences shall be effected in accordance with subsection 18.6(c) and, as a condition to such assignment, simultaneously with such assignment, the U.S. Borrower shall pay or cause to be paid all amounts due to the assignor Multicurrency Lender and the assignee Lender hereunder on the effective date of such assignments.

  • Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc The execution, delivery and performance by each Borrower of the Loan Documents, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions contemplated hereby do not and will not, by the passage of time, the giving of notice or otherwise, (i) require any Governmental Approval relating to such Borrower where the failure to obtain such Governmental Approval could reasonably be expected to have a Material Adverse Effect, (ii) violate any Applicable Law relating to such Borrower except where such violation could not reasonably be expected to have a Material Adverse Effect, (iii) conflict with, result in a breach of or constitute a default under the articles of incorporation (or similar formation document for any Foreign Borrower) or bylaws (or similar governing documents for any Foreign Borrower) of such Borrower, (iv) conflict with, result in a breach of or constitute a default under any indenture, agreement or other instrument to which such Borrower is a party or by which any of its properties may be bound or any Governmental Approval relating to such Borrower, which could reasonably be expected to have a Material Adverse Effect, (v) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Borrower or (vi) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than consents, authorizations, filings or other acts or consents which have been obtained or made and are in full force and effect or for which the failure to obtain or make could not reasonably be expected to have a Material Adverse Effect.