PPP Escrow definition
Examples of PPP Escrow in a sentence
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.
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.
The PPP Escrow Amount shall be available to be distributed to the Stockholders or the PPP Lender, as applicable, in accordance with the PPP Escrow Agreement.
On the Seller Parties’ behalf, Buyer will pay and deliver to the PPP Lender the PPP Escrow Amount, to be held pursuant to the terms of the PPP Escrow Agreement.
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.
After taking into account the payment made pursuant to the previous sentence, if any, Parent and Securityholders’ Representative shall cause all remaining funds from the PPP Escrow Amount (including any interest accrued thereon) to be released by the PPP Escrow Agent to the Securityholders’ Representative (for further distribution to the Unitholders (other than the Blocker Members) in accordance with the Payment Schedule).
The parties hereto acknowledge and agree that it is anticipated that any portion of the PPP Escrow Amount that is not forgiven shall be retained by the PPP Lender pursuant to the terms of the PPP Escrow Agreement in satisfaction of the outstanding balance of the Second PPP Loan.
Any arbitration decision shall be accompanied by a legal opinion by counsel for the presenting party satisfactory to PPP Escrow Agent to the effect that the decision is final and binding.
After taking into account the amount contemplated by the previous sentence, if any, Purchaser and Seller shall cause all remaining funds from the PPP Escrow Amount (including any interest accrued thereon) to be released by the PPP Escrow Agent to Seller.
At the Closing, the PPP Escrow Amount shall be withheld from the Merger Consideration and deposited into the escrow account designated by the PPP Lender pursuant to the PPP Escrow Agreement to pay for all or any portion of the PPP Loan that is not forgiven by the U.S. Small Business Administration following the Closing.