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. (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 at the written direction of the Required Lenders) 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.
(b) Provide to Administrative Agent and the Lenders copies of any amendments, modifications, waivers, supplements or consents executed and delivered with respect to the PPP Loans promptly (and in any event within three (3) Business Days) upon execution and delivery thereof, and copies of any notices of default received by any Loan Party with respect to the PPP Loans.
(c) To the extent not included in the foregoing clauses (a) and (b), promptly (and in any event within three (3) Business Days) upon receipt or filing thereof, as applicable, provide to Administrative Agent copies of all material documents, applications and correspondence with the applicable lender or any Governmental Authority relating to the PPP Loans, including with respect to loan forgiveness.
(d) (i) Apply the proceeds of the PPP Loans to CARES Act Permitted Purposes prior to using any other cash on hand to pay such costs and expenses; (ii) use commercially reasonable efforts to conduct their business in a manner that will maximize the amount of PPP Loans forgiven; (iii) deposit all proceeds from the PPP Loans into a Deposit Account (the “PPP Loan Account”) that is either a segregated payroll account or otherwise specially and exclusively used to hold proceeds of the PPP Loans and that is not subject to the cash dominion of Administrative Agent or any other secured party, (iv) not commingle their funds that are not proceeds of the PPP Loans with the proceeds of PPP Loans (other than with respect to any funds held in segregated payroll accounts which constitute Excluded Deposit Accounts) and (v) ensure that the proceeds of the PPP Loans are not used to repay other Debt.
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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. 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. Loan Parties have advised Lender that prior to the Closing Date, certain of the Loan Parties obtained an unsecured loan from Signature Bank (the “PPP Lender”) through the Paycheck Protection Program guaranteed by the U.S. Small Business Administration (“SBA”), pursuant to those certain unsecured loans made by the PPP Lender to IWS, Penn and Trinity, as applicable (collectively, the “PPP Loan”). Each Obligor represents, warrants, covenants and agrees that it has and will continue to use the PPP Loan Proceeds solely for PPP Permitted Uses (the foregoing is referred to as the “PPP Loan Transaction”). IWS, Penn and Trinity hereby represent, warrant and covenant:
(a) IWS, Penn and Trinity shall use the PPP Loan Proceeds solely for PPP Permitted Uses;
(b) At no time shall (i) any liens on assets of any Loan Party be granted to secure the PPP Loan without further written consent by Lender in its sole discretion, or (ii) any other Loan Party guaranty the PPP Loan without further written consent by Lender in its sole discretion;
(c) All financial covenants, pricing provisions and any other agreements that exist between Borrowers and Lender that would be affected by the PPP Loan Transaction (including, without limitation, any such covenant, provision or agreement that would vary based on the amount of debt outstanding or the effect of forgiveness of all or a portion of the PPP Loan) shall be calculated and interpreted as if the PPP Loan had not been incurred until Lender agrees otherwise or such covenants, provisions and other agreements have been amended in accordance herewith. Notwithstanding the foregoing, Lender and Borrowers hereby acknowledge and agree that the PPP Loan shall be considered Debt for all purposes of the Loan Agreement upon the first to occur of (a) the SBA has made a final determination of the amount of the PPP Loan that is forgiven in accordance with the CARES Act, in which case the unforgiven portion of the PPP Loan shall be deemed Debt as of the date of such determination, or (b) March 31, 2021, in which case the unforgiven portion of the PPP Loan shall be deemed Debt as of such date; and
(d) Upon request by Lender, Loan Parties shall promptly deliver to Lender true, correct and complete copies of any documentation executed in connection with the PPP Loan Transaction.
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 Company has made application to the Small Business Administration for forgiveness of the PPP Loans. 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, or will be, true and correct in all material respects, in each case, at the time of submission.
PPP Loans. Neither the Sellers nor any Affiliates of any 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.
PPP Loans. The applications in respect of the Company PPP Loans or in respect of any other PPP Loan obtained by the Company, including all representations and certifications contained therein, was and is true, correct and complete in all respects and was otherwise completed in accordance with all applicable Law (including, for the avoidance of doubt, the interpretation or administration thereof by any Governmental Body charged with the enforcement, interpretation or administration thereof). The Company used the proceeds of the Company PPP Loans and any other PPP Loan obtained by the Company solely for the purposes permitted by the CARES Act and other COVID-19 Measures and has complied in all material respects with all requirements relating to the Paycheck Protection Program, including the CARES Act, the PPP Flexibility Act and other COVID-19 Measures. With respect to the Company PPP Loans and any other PPP Loan obtained by the Company, the Company has either (i) repaid in full any outstanding principal and accrued interest thereon or (ii) received complete loan forgiveness. Except for the COVID-19 Financial Assistance Applications submitted for the Company PPP Loans, the Company has not submitted, nor has it had submitted on its behalf, any COVID-19 Financial Assistance Application or has received or reasonably expects to receive any COVID-19 Financial Assistance.
