PPP Loan Matters Sample Clauses

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.

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 .

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.