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.
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Samples: Acquisition Agreement (Urban-Gro, Inc.), Stock Purchase Agreement (Urban-Gro, Inc.), Stock Purchase Agreement (Urban-Gro, Inc.)
PPP Loans. The principal amount and status (a) All information provided by Seller or any of each “its Affiliates in any application for any loans made to Seller under the Paycheck Protection Program” loan obtained through , as such loans are set forth on Section 2.29 of the U.S. Small Business Administration Disclosure Schedule (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, or otherwise delivered to the extent applicable, at all times prior to the forgiveness of PPP Lender or any applicable Governmental Body in connection with 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)) Loan was 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 is true and correct in all material respects. The loan ; (b) Seller has used the proceeds of each PPP Loan exclusively for uses of proceeds eligible for forgiveness application materials under Section 1106 of the CARES Act in the manner required under the CARES Act to obtain forgiveness of the largest possible amount of each PPP Loan; (c) no default or event of default exists under any of the PPP Loan Documents; (d) assuming all consents, approvals, authorizations, permits, filings and supporting documentation notifications set forth in Section 2.5 of the Disclosure Schedule have been obtained or made, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will result in a default or event of default under any PPP Loan Document; and (e) the Seller has complied in all material respects with all of the terms and guidelines of the Paycheck Protection Program with respect to each PPP Loan. Seller delivered to Purchaser true and complete copies of all documentation executed in connection with each PPP Loan. Prior to the Company date hereof, Seller has submitted a loan forgiveness application, along with all required supporting documentation, to the PPP Loans delivered Lender for the forgiveness of all Liabilities, obligations, and Indebtedness of Seller under the PPP 2 Loan. The PPP 1 Loan has been forgiven in full by the Companies SBA, including the principal amount and any interest accrued thereon, prior to the financial institutions providing date hereof. ad. Investor Representations. Seller is an “accredited investor,” as such term is defined in Regulation D under the Company PPP Loans were true Securities Act. Seller is acquiring the Equity Interest for the purpose of investment and correct in all material respects. As not with a view towards the sale or distribution thereof within the meaning of the date Securities Act. Seller has been furnished with or has had access to the information it has requested from Purchaser and has had an opportunity to discuss with the management of this AgreementPurchaser the business and financial affairs of Parent and its subsidiaries, except and has generally such knowledge and experience in business and financial matters and with respect to investments in securities of so as set forth on Schedule 3.28to enable it to understand and evaluate the risks of such investment and to form an independent investment decision with respect thereto. Seller understands that the Equity Interest has not been registered under the Securities Act, by reason of their issuance by Parent in a transaction exempt from the registration requirements of the Securities Act, and that the Equity Interest must continue to be held by Seller unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration. Notwithstanding the foregoing, Seller intends to distribute some or all of the Company PPP Loans have been forgiven by Equity Interest to the U.S. Small Business AdministrationOwners after the date hereof as may be permitted under applicable federal and state securities laws.
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Samples: Asset Purchase Agreement (Ranger Energy Services, Inc.)
PPP Loans. The principal (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.
(b) provide to Administrative Agent copies of any amendments, modifications, waivers, supplements or consents executed and status 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 each “Paycheck Protection Program” 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 obtained through forgiveness.
(d) (i) apply the U.S. Small Business Administration 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 LoanLoan Account”) under that is either a segregated payroll account or otherwise specially and exclusively used to hold proceeds of 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 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.
(e) On or prior to the date that is five (5) Business Days after the date that the Loan Parties obtain a final determination by the lender of the PPP Loans (and, to the extent applicablerequired, at all times prior the SBA) (or such longer period as may be approved in writing by Administrative Agent) regarding the amount of PPP Loans, if any, that will be forgiven pursuant to the forgiveness provisions of each Company the CARES Act, deliver to Administrative Agent a certificate of a Senior Officer of the Borrower Representative certifying as to the amount of the PPP Loans that will be forgiven pursuant to the provisions of the CARES Act, together with reasonably detailed description thereof, all in form satisfactory to Administrative Agent.
(f) not make any claim that Administrative Agent, any Lender or any of their respective Affiliates have rendered advisory services of any nature or respect in connection with any PPP Loan, the Companies satisfied all CARES Act or the process leading thereto.
1.8 Section 11.1 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 Credit Agreement is hereby amended by (a) deleting the uncertainty reference to “and” at the end of current economic conditions make each of the Company PPP Loans necessary to support the ongoing operations of the applicable Companies, clause (n) thereof; (b) changing the proceeds of the Company PPP Loans were used solely for CARES Act Permitted Purposes, (ccurrent clause (p) no Company has an application pending for a loan under subsection 7(ato (q) 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 (dc) during inserting the period beginning on February 15, 2020 and ending on the date hereof, no Company has received amounts under subsection 7(afollowing new clause (p) 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 immediately prior 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.new clause (q):
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PPP Loans. The principal (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.
(b) provide to Administrative Agent copies of any amendments, modifications, waivers, supplements or consents executed and status 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 each “Paycheck Protection Program” 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 obtained through forgiveness.
(d) (i) apply the U.S. Small Business Administration 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 LoanLoan Account”) under that is either a segregated payroll account or otherwise specially and exclusively used to hold proceeds of 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 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.
(e) On or prior to the date that is five (5) Business Days after the date that the Loan Parties obtain a final determination by the lender of the PPP Loans (and, to the extent applicablerequired, at all times prior the SBA) (or such longer period as may be approved in writing by Administrative Agent) regarding the amount of PPP Loans, if any, that will be forgiven pursuant to the forgiveness provisions of each Company the CARES Act, deliver to Administrative Agent a certificate of a Senior Officer of the Borrower Representative certifying as to the amount of the PPP Loans that will be forgiven pursuant to the provisions of the CARES Act, together with reasonably detailed description thereof, all in form satisfactory to Administrative Agent.
(f) not make any claim that Administrative Agent, any Lender or any of their respective Affiliates have rendered advisory services of any nature or respect in connection with any 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 Administrationprocess leading thereto.
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PPP Loans. The principal (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.
(b) provide to Administrative Agent copies of any amendments, modifications, waivers, supplements or consents executed and status 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 each “Paycheck Protection Program” 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 obtained through forgiveness.
(d) (i) apply the U.S. Small Business Administration 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 LoanLoan Account”) under that is either a segregated payroll account or otherwise specially and exclusively used to hold proceeds of 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, and that is not subject to the extent applicablecash dominion of Administrative Agent or any other secured party, at all times prior to the forgiveness of each Company PPP Loan, the Companies satisfied all (iv) not commingle their funds that are not proceeds 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) with 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 other than with respect to the Company PPP Loans delivered by the Companies to the financial institutions providing the Company PPP Loans were true and correct any funds held 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.segregated payroll accounts which constitute Excluded Deposit Accounts) and
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