Common use of PPP Loan Clause in Contracts

PPP Loan. (a) The Company and each of its Subsidiaries have complied in all material respects with all applicable requirements under the CARES Act and all applicable requirements under the Small Business Act, including the legal requirements and regulations thereunder applicable to the PPP Loan (the “Applicable PPP Laws”), in applying for, calculating the permitted amount of, receiving, using and seeking forgiveness of the funds borrowed under the PPP Loan. All funds borrowed under the PPP Loan have been used by the Company alone solely for approved purposes in accordance with the Applicable PPP Laws. (b) The Company accurately certified, at the time of applying for the PPP Loan, that current economic uncertainty made the PPP Loan necessary to support ongoing operations of the Company. (c) The Company has submitted a single forgiveness application for the PPP Loan, which calculates the Company’s eligible forgiveness amount as equal to the full PPP Loan amount. To the Knowledge of the Company, the Company was, at the time such application was submitted, eligible to apply for, and as of the date hereof remains eligible to, receive forgiveness of the PPP Loan in full based on the information that the Company included in the forgiveness application submitted by it. All certifications and representations and warranties made by the Company in such forgiveness application or otherwise required in connection therewith were true, correct and complete as of the date they were made. The Company has not used any portion of the PPP Loan for any purpose that would render any portion of its PPP Loan ineligible for forgiveness under Applicable PPP Laws. (d) Other than the PPP Loan, the Company and its Subsidiaries have not incurred any Indebtedness or otherwise applied for or sought any grants or other sources of funding pursuant to any Applicable PPP Laws.

PPP Loan. (ai) ITsavvy properly applied for, met all applicable conditions and was eligible to participate in, the Paycheck Protection Program as set forth in the CARES Act. On April 17, 2020, ITsavvy received the PPP Loan and issued the PPP Note to the PPP Lender. The Company has provided the Buyer with correct and each complete copies of its Subsidiaries ITsavvy’s application for the PPP Loan, the PPP Note, ITsavvy’s application for forgiveness of the PPP Loan and all other material documents submitted, entered into by or binding on ITsavvy in connection with the PPP Loan or the forgiveness thereof (collectively, the “PPP Loan Documents”). The Company Parties have complied in all material respects with all applicable requirements under the CARES Act and all applicable requirements under the Small Business Act, including the legal requirements and regulations thereunder applicable Governmental Rules relating to the PPP Loan (the “Applicable PPP Laws”)including, without limitation, applicable requirements with respect to maintaining their workforce and/or a certain level of payroll) and has complied in applying for, calculating the permitted amount of, receiving, using and seeking forgiveness of the funds borrowed under the PPP Loan. All funds borrowed under all material respects with the PPP Loan have been used by Documents. Each of the Company alone solely for approved purposes statements of fact, certifications, representations and warranties in accordance with the Applicable PPP Laws. (b) The Company accurately certified, at the time of applying for the PPP Loan, that current economic uncertainty made the PPP Loan necessary to support ongoing operations of the Company. (c) The Company has submitted a single forgiveness application for the PPP Loan, which calculates the Company’s eligible forgiveness amount as equal to the full PPP Loan amount. To the Knowledge of the Company, the Company was, at the time such application was submitted, eligible to apply for, Documents were true and correct when made and as of the date hereof remains eligible to, receive forgiveness of the PPP Loan in full based on the information that the Company included in the forgiveness application submitted by it. All certifications and representations and warranties made by the Company in such forgiveness application or otherwise required in connection therewith were true, correct and complete as of the date they were made. The Company has not used any portion of the PPP Loan for any purpose that would render any portion of its PPP Loan ineligible for forgiveness under Applicable PPP Laws. (d) Other than which ITsavvy received the PPP Loan, and ITsavvy did not omit any material facts necessary in order to make the statements made therein not misleading. On June 15, 2021, ITsavvy received notice from the PPP Lender that the PPP Loan was forgiven in full and that the PPP Lender had received remittance from the Small Business Association of the full forgiveness amount. (ii) Except for the PPP Loan or as otherwise set forth on Schedule 3.06(g)(ii), no Company and its Subsidiaries have not incurred Party has taken out any Indebtedness loan, deferred payment of any Taxes, received any loan assistance or otherwise applied for received any other financial assistance, or sought requested any grants or other sources of funding the foregoing, in each case under the CARES Act, including pursuant to the Economic Injury Disaster Loan Program or any Applicable PPP Lawsother legislation issued in connection with the COVID-19 outbreak.

PPP Loan. (a) The Company and each of its Subsidiaries have complied in all material respects with all applicable requirements obtained a “Paycheck Protection Program” loan through the U.S. Small Business Administration (a “PPP Loan”) under the CARES Act and all applicable requirements under the Small Business Act, including the legal requirements and regulations thereunder applicable . The 0000-0000-0000.4 lender with respect to the PPP Loan (the “Applicable PPP Laws”), in applying for, calculating the permitted amount of, receiving, using was XX Xxxxxx Xxxxx and seeking forgiveness of the funds borrowed under the PPP Loan. All funds borrowed under the PPP Loan have been used by was in the Company alone solely for approved purposes in accordance with the Applicable PPP Laws. (b) amount of $3,384,000. The Company accurately certified, at the time of applying for the PPP Loan, that current economic uncertainty made the PPP Loan necessary was forgiven in full (including all interest) on June 21, 2021, and, to support ongoing operations of the Company. (c) The Company has submitted a single forgiveness application for the PPP Loan, which calculates the Company’s eligible forgiveness amount as equal to the full PPP Loan amount. To the Knowledge of the Company, the Company was, at Company’s or its Subsidiaries’ eligibility for the PPP Loan or forgiveness is not being audited by any Governmental Authority. At the time such application was submitted, eligible to apply for, and as of the date hereof remains eligible to, receive forgiveness submission of the PPP Loan in full based on the information that the Company included in the forgiveness application submitted by it. All certifications and representations and warranties made by the Company in such forgiveness application or otherwise required in connection therewith were true, correct and complete as of through the date they were made. The Company has not used any portion of the PPP Loan for any purpose that would render any portion forgiveness of its PPP Loan ineligible for forgiveness under Applicable PPP Laws. (d) Other than the PPP Loan, the Company and its Subsidiaries have not incurred complied with all of the applicable criteria for the PPP Loan set forth in the Small Business Act (15 U.S.C. 636(a)) and the CARES Act. All certifications and representations made by the Company or any Indebtedness of its Subsidiaries in the application materials and supporting documentation with respect to the PPP Loans delivered by the Company or any of its Subsidiaries to the financial institutions providing the PPP Loans were made in good faith, were accurate true and correct in all material respects when made including certifications made by the Company in the PPP Borrower Application Form (Small Business Administration Form 2483) and in the PPP Loan Forgiveness Application (Small Business Association Form 3508). The Company and its Subsidiaries used the proceeds of the PPP Loan solely for the allowable uses set forth in the CARES Act and implementing regulations and guidance from the Small Business Administration and the U.S. Department of the Treasury. No proceeds of the PPP Loan were applied to payment of any employee wages that were also claimed by the Company or any of its Subsidiaries under any employee retention credit programs under the CARES Act. The Company and its Subsidiaries has provided Parent with a true, correct and complete copy of the notice of forgiveness of the PPP Loan. Except for the PPP Loan, the Company and its Subsidiaries has not, directly or indirectly, sought, pursued, applied for, obtained, received, accepted or otherwise applied for or sought availed themselves of any grants loan, grant, funding, Tax benefit or other sources of funding benefits, relief, programs, assistance or arrangements pursuant to (a) the CARES Act, (b) any Applicable PPP Lawsgovernment program established or expanded thereunder, related thereto or funded thereby or (c) any other legislation enacted, any rule or regulation promulgated or any other program established or expanded, by any Governmental Authority in connection with, or in response to, COVID-19 or designed to provide economic or other benefit, relief or assistance to Persons in connection therewith or in relation thereto (including (i) the U.S. Small Business Administration’s Economic Injury Disaster Loan program, (ii) Paycheck Protection Program established by the CARES Act, and (iii) any program or facility established or expanded by the Federal Reserve in response to COVID-19.

PPP Loan. (a) Section 4.29(a) of the Disclosure Schedule provides the following information regarding the loan provided to KCS pursuant to the SBA’s PPP (the “PPP Loan”) and, as it relates to the PPP Loan: (i) the lender; (ii) the date KCS applied for the PPP Loan; (iii) the 25041432.12 date the PPP Loan was approved by the lender; (iv) the SBA loan number; (v) the aggregate original principal amount of the PPP Loan; (vi) the date of receipt of the PPP Cash; (vii) the date KCS applied for forgiveness for the PPP Loan and relevant details, including details regarding KCS’s use of PPP Cash; and (viii) the total amount of PPP Cash expended as of the date of this Agreement. The Company and each of its Subsidiaries have complied PPP Loan was obtained in all material respects compliance with all applicable rules, regulations and requirements set forth in the PPP Loan application and all certifications made to obtain the PPP Loan, including but not limited to certifications with respect to the Sellers’ and KCS’s eligibility for the PPP Loan, current and anticipated need for the PPP Loan, and appropriate use of the PPP Cash, were made in good faith. KCS-AC has not received any loan pursuant to the SBA’s PPP. (b) KCS has used the PPP Cash in accordance with the SBA rules solely to cover payroll costs and mortgage interest, rent and utility costs that allow KCS to be eligible for loan forgiveness under the CARES Act terms of the PPP as of the Closing Date. The Sellers have KCS to use the PPP Cash solely for purposes to maximize the prospects of loan forgiveness and all applicable requirements under minimize the Small Business Actpotential liabilities related to ineligible uses of such funds. The Sellers have not caused KCS to take any actions or make any communications, including or fail to take any necessary actions or make any necessary communications, that materially increased the legal requirements and regulations thereunder applicable likelihood of increased scrutiny or liability with respect to the PPP Loan. (c) KCS has deposited (the “PPP Deposit”) a sum equal to the amount of the PPP Loan to KCS with Chase Bank, the lender of the PPP Loan (the “Applicable PPP LawsLender”), in applying for, calculating the permitted amount of, receiving, using and seeking forgiveness of the funds borrowed under the PPP Loan. All funds borrowed under the PPP Loan have been used by the Company alone solely for approved purposes in accordance with the Applicable PPP Laws. (b) The Company accurately certified, at the time terms of applying for the PPP Loan, that current economic uncertainty made the PPP Loan necessary to support ongoing operations of the Company. (c) The Company has submitted a single forgiveness application for the PPP Loan, which calculates the Company’s eligible forgiveness amount and such deposit is reflected as equal to the full PPP Loan amount. To the Knowledge of the Company, the Company was, at the time such application was submitted, eligible to apply for, and as of the date hereof remains eligible to, receive forgiveness of the PPP Loan in full based restricted cash on the information that the Company included in the forgiveness application submitted by it. All certifications books and representations and warranties made by the Company in such forgiveness application or otherwise required in connection therewith were true, correct and complete as records of the date they were made. The Company has not used any portion of the PPP Loan for any purpose that would render any portion of its PPP Loan ineligible for forgiveness under Applicable PPP LawsKCS. (d) Other than the PPP Loan, the Company and its Subsidiaries have not incurred any Indebtedness or otherwise applied for or sought any grants or other sources of funding pursuant to any Applicable PPP Laws.