PPP Loans. Neither the Company nor any of its Subsidiaries has applied for or received any loans pursuant to the Paycheck Protection Program established by the CARES Act that has not been fully repaid or forgiven prior to the date of this Agreement.
PPP Loans. Each PPP Borrower is eligible under the CARES Act to incur the applicable PPP Loans. All applications, documents and other information submitted to any Governmental Authority with respect to the PPP Loans shall be true and correct in all respects. None of Administrative Agent, any Lender or any of their respective Affiliates is deemed an “affiliate” of any Loan Party or any of its Subsidiaries for any purpose related to the PPP Loans, including the eligibility criteria with respect thereto. Each Loan Party acknowledges and agrees that (a) it has consulted its own legal and financial advisors with respect to all matters related to the PPP Loans (including eligibility criteria) and the CARES Act, (b) it is responsible for making its own independent judgment with respect to the PPP Loans and the process leading thereto, and (c) it has not relied on Administrative Agent, any Lender or any of their respective Affiliates with respect to any of such matters.
PPP Loans. (a) (i) maintain all records required to be submitted in connection with the forgiveness of any PPP Loans and (ii) timely (and, in any event, not later than thirty (30) days (or such longer period as may be agreed by Administrative Agent) after the seven-week anniversary of the initial incurrence thereof) submit all applications and required documentation necessary or desirable for the lender of the PPP Loans and/or the SBA to make a determination regarding the amount of the PPP Loans that is eligible to be forgiven; provided that, notwithstanding any term in any Loan Document to the contrary, no such submission for forgiveness of the PPP Loans shall be required if the Borrowers reasonably determine that such submission would not be in the best interest of the Loan Parties.
PPP Loans. The principal amount and status of each “Paycheck Protection Program” loan obtained through the U.S. Small Business Administration (the “PPP Loan”) under the CARES Act by a Company is as set forth on Schedule 3.28 (collectively, the “Company PPP Loans”). At the time of application, and at the time the Company PPP Loans were funded and, to the extent applicable, at all times prior to the forgiveness of each Company PPP Loan, the Companies satisfied all of the applicable criteria for the Company PPP Loans set forth in the Small Business Act (15 U.S.C. 636(a)) and the CARES Act (based on applicable Law, including any official public guidance of the relevant Governmental Entity on the CARES Act, existing as of the date of submission of the applicable Company’s application for each of the Company PPP Loans), including, that (a) the uncertainty of current economic conditions make each of the Company PPP Loans necessary to support the ongoing operations of the applicable Companies, (b) the proceeds of the Company PPP Loans were used solely for CARES Act Permitted Purposes, (c) no Company has an application pending for a loan under subsection 7(a) of the Small Business Act or the CARES Act for the same purposes and duplicative of amounts applied for or received under the Company PPP Loans, and (d) during the period beginning on February 15, 2020 and ending on the date hereof, no Company has received amounts under subsection 7(a) of the Small Business Act for the same purpose and duplicative of amounts applied for or received under the Company PPP Loans. The application materials and supporting documentation with respect to the Company PPP Loans delivered by the Companies to the financial institutions providing the Company PPP Loans were true and correct in all material respects. The loan forgiveness application materials and supporting documentation with respect to the Company PPP Loans delivered by the Companies to the financial institutions providing the Company PPP Loans were true and correct in all material respects. As of the date of this Agreement, except as set forth on Schedule 3.28, all of the Company PPP Loans have been forgiven by the U.S. Small Business Administration.
PPP Loans. Each of the PPP Loans has been forgiven in its entirety, and neither Borrower nor any other Loan Party has any knowledge of any pending or threatened investigation by the applicable lender under any PPP Loan, the U.S. Small Business Administration or any other Official Body into the incurrence, use or forgiveness of any PPP Loan or any other matter relating thereto.
PPP Loans. New Manager shall have received evidence reasonably satisfactory to New Manager of the escrow of the principal amount plus interest due or payable with the applicable PPP lender under the terms of the PPP Loans set forth on Schedule 3.12.
PPP Loans. Except as set forth on Schedule 2.9, neither the Seller nor any of its Subsidiaries have incurred any loan, directly or indirectly, pursuant to the Paycheck Protection Program, established by the Coronavirus Aid, Relief, and Economic Security (CARES) Act, as amended or supplemented from time to time by interim rules, policy statements, FAQs or otherwise, or any other lending program authorized by the CARES Act and administered by the Small Business Administration.
PPP Loans. At the time of submission of the application for the PPP Loans, the Company believed in good faith that it is eligible under the CARES Act to incur the PPP Loans. The proceeds of the PPP Loans were used for purposes permitted by the CARES Act. The PPP Loans have been forgiven in full upon by the Small Business Administration. All applications, documents and other information submitted to the PPP Lender and any governmental or regulatory authority with respect to the PPP Loans (including forgiveness thereof) were true and correct in all material respects, in each case, at the time of submission.
PPP Loans. Except as set forth on Schedule 2.9, neither the Sellers nor those certain Affiliates of any Seller which are engaged in the same business as the Seller, have incurred any loan, directly or indirectly, pursuant to the Paycheck Protection Program, established by the Coronavirus Aid, Relief, and Economic Security (CARES) Act, as amended or supplemented from time to time by interim rules, policy statements, FAQs or otherwise, or any other lending program authorized by the CARES Act and administered by the Small Business Administration. All loans set forth on Schedule 2.9 have been forgiven in full by the Small Business Administration and Sellers have provided to Buyer true, correct, and complete evidence of the same.1
PPP Loans. If at any time following the Closing, all or any portion of the PPP Loans are forgiven in accordance with the rules and regulations under the Paycheck Protection Program or the CARES Act or any other governmental relief program relating to COVID-19 (such forgiven amount to the extent included in Net Debt, the “PPP Loan Amount”), Subversive shall promptly thereafter issue a total number of Subversive Common Shares (rounded down to the nearest whole number) equal to the quotient of (i) the PPP Loan Amount and (ii) the Effective Share Price (such shares, collectively, the “PPP Loan Consideration”). Subversive shall (a) issue to each Xxxxxx Shareholder (including the Canadian Shareholders but excluding the holders of Dissenting Shares and Excluded Shares) who is a Non-U.S. Person or a U.S. Person that is, to the reasonable belief of Subversive, a Qualified Investor and each Employed Option Holder, out of the PPP Loan Consideration, a number of Subversive Common Shares (rounded down to the nearest whole number) equal to the Contingent Preferred A Consideration Per Share (with respect to each Xxxxxx Series A Share held by such Xxxxxx Shareholder immediately prior to the Closing Date), Contingent Preferred B Consideration Per Share (with respect to each Xxxxxx Series B Share held by such Xxxxxx Shareholder immediately prior to the Closing Date), Contingent Common Consideration Per Share (with respect to each Xxxxxx Common Share held by such Xxxxxx Shareholder immediately prior to the Closing Date) and Contingent Common Consideration Per Share (with respect to each Xxxxxx Common Share subject to such Employed Option Holder’s Rollover Option immediately prior to the Effective Time), and (b) pay, or cause to be paid, to each Xxxxxx Shareholder who is a U.S. Person that is not, to the reasonable belief of Subversive, a Qualified Investor, an amount of cash equal to the product of (x) the number of Subversive Common Shares that such Xxxxxx Shareholder would have received if it were a Non-U.S. Person or a U.S. Person that is, to the reasonable belief of Subversive, a Qualified Investor, and (y) the Contingent Payment VWAP as of the date of such payment.
