Examples of PPP Escrow in a sentence
In the event that any portion of the PPP Loan is not forgiven (any such amount which is not forgiven, the “Unforgiven PPP Loan Amount”), the PPP Lender will be entitled to recover such Unforgiven PPP Loan Amount from the PPP Escrow Fund and, if such Unforgiven PPP Loan Amount is less than the amounts then in the PPP Escrow Fund (such remainder, the “PPP Escrow Remainder”), the PPP Lender will release the PPP Escrow Remainder to the Company (prior to Closing) or Atlas (after the Closing), as applicable.
If all or any portion of the PPP Loan is forgiven after Closing (any such forgiven amounts, a “Forgiven Amount”), Buyer shall provide Seller with written notice of such Forgiven Amount and, to the extent permitted under the PPP Escrow Agreement, instruct the PPP Escrow Agent to disburse all such Forgiven Amount (or such amount that would be considered forgiven under the PPP Escrow Agreement) from the PPP Escrow Amount to Seller in accordance with the terms of the PPP Escrow Agreement.
In the event the PPP Loan is forgiven in whole, the PPP Lender shall, in accordance with the Escrow Agreement, release to the Company (prior to Closing) or Atlas (after the Closing), as applicable, all amounts then contained in the PPP Escrow Fund.
The PPP Escrow Agreement will provide for the deposit of the principal plus accrued interest (plus any prepayment and similar fees) under the PPP Loan through the date of the Closing (together, the “PPP Escrow Amount”) by Buyer at the Closing in an account with the PPP Escrow Agent.
Notwithstanding anything contained herein to the contrary, in the event that the parties hereto are unable to execute the PPP Escrow Agreement prior Closing, the parties will use commercially reasonable efforts to enter into the PPP Escrow Agreement as promptly as possible following the Closing in form and substance reasonably acceptable to Purchaser and Seller and, once so established, Purchaser shall fund the underlying account in accordance with Section 1.4(d).
Seller hereby agrees and acknowledges that if all or any portion of the PPP Escrow Amount is not released or paid to Seller for any reason, none of Buyer or any of its Affiliates shall be liable to Seller or any other Person for any additional consideration under this Agreement or under the PPP Escrow Agreement as a result of the Seller or such other Person not receiving any portion of the PPP Escrow Amount.
The Parent and Securityholders’ Representative shall negotiate in good faith to enter into the PPP Escrow Agreement, which shall provide that upon the CARES Determination Date, the Parent and Securityholders’ Representative shall deliver joint written instructions to the PPP Escrow Agent instructing the PPP Escrow Agent to release the PPP Escrow Amount in accordance with Section 2.13(b) herein.
Notwithstanding anything in this Agreement to the contrary, if, prior to the Closing, Seller delivers to Buyer evidence reasonably satisfactory to Buyer that the full amount of the PPP Loan has been forgiven prior to the Closing (the “Pre-Closing Forgiveness Condition”), then the PPP Escrow Agreement shall not be required.
Notwithstanding any of the foregoing and for the avoidance of doubt, in the event Buyer is required to repay any portion of the Second PPP Loan (whether in the form of principal, interest, penalties, fees, costs or otherwise) other than through the retention by the PPP Lender of all or any portion of the Second PPP Escrow Amount, any such repayment shall constitute Losses recoverable from the Seller Parties in accordance with item (d) of Section 8.2.
If the PPP Lender confirms in writing (for clarity, following review and approval by the Small Business Administration) that all or any portion of the Second PPP Loan has been forgiven, then, promptly after receipt of such confirmation, the PPP Lender shall release the funds held by it pursuant to the PPP Escrow Agreement to Seller.