CARES Act Sample Clauses

CARES Act. Counterparty represents and warrants that neither it nor any of its subsidiaries has applied, and neither it nor any of its subsidiaries shall until after the first date on which no portion of the Transaction remains outstanding following any final exercise and settlement, cancellation or early termination of the Transaction, apply, for a loan, loan guarantee, direct loan (as that term is defined in the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”)) or other investment, or to receive any financial assistance or relief under any program or facility (collectively “Financial Assistance”) that (i) is established under applicable law (whether in existence as of the Trade Date or subsequently enacted, adopted or amended), including without limitation the CARES Act and the Federal Reserve Act, as amended, and (ii) (A) requires under applicable law (or any regulation, guidance, interpretation or other pronouncement of a governmental authority with jurisdiction for such program or facility) as a condition of such Financial Assistance, that Counterparty or any of its subsidiaries comply with any requirement not to, or otherwise agree, attest, certify or warrant that it or any of its subsidiaries has not, as of the date specified in such condition, repurchased, or will not repurchase, any equity security of Counterparty, and that neither it nor any of its subsidiaries has, as of the date specified in the condition, made a capital distribution or will make a capital distribution, or (B) where the terms of the Transaction would cause Counterparty or any of its subsidiaries under any circumstances to fail to satisfy any condition for application for or receipt or retention of the Financial Assistance (collectively “Restricted Financial Assistance”); provided that Counterparty or any of its subsidiaries may apply for Restricted Financial Assistance if Counterparty either (x) determines based on the advice of outside counsel of national standing that the terms of the Transaction would not cause Counterparty or any of its subsidiaries to fail to satisfy any condition for application for or receipt or retention of such Financial Assistance based on the terms of the program or facility as of the date of such advice or (y) delivers to Dealer evidence or other guidance from a governmental authority with jurisdiction for such program or facility that the Transaction is permitted under such program or facility (either by specific reference to the Transactio...
CARES Act. Counterparty (x) represents and warrants that it has not, as of the Trade Date, applied for or received a loan, loan guarantee, direct loan (as that term is defined in the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”)) and is not in material breach of any Material Governmental Restrictions (as hereinafter defined) under any or other investment, or any financial assistance or relief under any program or facility (collectively "Financial Assistance") that (a) is established under applicable law (whether in existence as of the Trade Date or subsequently enacted, adopted or amended), including without limitation the CARES Act and the Federal Reserve Act, as amended, and (b) (i) requires under applicable law (or any regulation, guidance, interpretation or other pronouncement of a governmental authority with jurisdiction for such program or facility) as a condition of such Financial Assistance, that Counterparty comply with certain a requirements (the “Material Governmental Restrictions”) not to, or otherwise agree, attest, certify or warrant that it has not, as of the date specified in such condition, repurchased, or will not repurchase, any equity security of Counterparty, and that it has not, as of the date specified in the condition, made a capital distribution or will make a capital distribution, or (ii) for which the terms of the Transaction would cause Counterparty to fail to satisfy any condition for application for or receipt or retention of the Financial Assistance and (y) acknowledges that entering into the Transaction may limit its ability to receive such loan, loan guarantee, or direct loan Financial Assistance. [Signature Page Follows] Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this Confirmation and returning it to CxxxxxxxxXxxxxxxxxxXxxxxxxxxxxxx@xxxxxxxxxx.xxx. Very truly yours, WXXXX FARGO BANK, NATIONAL ASSOCIATION By: /s/ Txxxxx Xxxxx Name: Txxxxx Xxxxx Title: Managing Director Accepted and confirmed as of the date first above written: AGREE REALTY CORPORATION By: /s/ Jxxx X. Agree Name: Jxxx X. Agree Title: President and Chief Executive Officer
CARES Act. EVI has not (a) obtained a Paycheck Protection Program Loan pursuant to Section 1102 of the CARES Act, (b) applied for loan forgiveness pursuant to Section 1106 of the CARES Act, (c) except as set forth on Section 4.28 of the EVI Disclosure Schedule, deferred payment of the employer portion of FICA and Medicare Tax pursuant to Section 2302 of the CARES Act, (d) claimed the employee retention credit pursuant to Section 2301 of the CARES Act or (e) had employees teleworking from a state other than their regular work location on a regular and consistent basis as part of any COVID-19 Measure.
CARES Act. Counterparty acknowledges that the Transaction may constitute a purchase of its equity securities. Counterparty further acknowledges that, pursuant to the provisions of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), Counterparty will be required to agree to certain time-bound restrictions on its ability to purchase its equity securities if Counterparty receives loans, loan guarantees or direct loans (as that term is defined in the CARES Act) under section 4003(b) of the CARES Act. Counterparty further acknowledges that it may be required to agree to certain time-bound restrictions on its ability to purchase its equity securities if Counterparty receives loans, loan guarantees or direct loans (as that term is defined in the CARES Act) under programs or facilities established by the Board of Governors of the Federal Reserve System, the U.S. Department of Treasury or similar governmental entity for the purpose of providing liquidity to the financial system. Accordingly, Counterparty represents and warrants that none of Counterparty nor any of its subsidiaries has applied, and throughout the term of the Transaction Counterparty and its subsidiaries shall not apply, for a loan, loan guarantee, direct loan (as that term is defined in the CARES Act) or other investment, or to receive any financial assistance or relief (howsoever defined) under any program or facility that (a) is established under applicable law (whether in existence as of the Trade Date or subsequently enacted, adopted or amended), including without limitation the CARES Act and the Federal Reserve Act, as amended, and (b) requires under applicable law (or any regulation, guidance, interpretation or other pronouncement thereunder), as a condition of such loan, loan guarantee, direct loan (as that term is defined in the CARES Act), investment, financial assistance or relief, that Counterparty and its subsidiaries comply with any requirement to, or otherwise agree, attest, certify or warrant that it has not, as of the date specified in such condition, repurchased, or will not repurchase, any of its equity securities. Please confirm your agreement to be bound by the terms stated herein by executing the copy of this Confirmation enclosed for that purpose and returning it to us by mail or facsimile transmission to the address for notices indicated above. Yours sincerely, BARCLAYS BANK PLC By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Authorized Signatory Confirmed as of the date fi...
CARES Act. Notwithstanding anything to the contrary, to the extent required pursuant to the terms of the Coronavirus Aid, Relief, and Economic Security Act (as may be amended or modified, the “CARES Act”) in connection with the Company entering into, or becoming eligible to enter into, a loan, loan guarantee or other form of financial assistance with the Secretary of the Treasury or other governmental entity under the CARES Act, (i) Employee shall agree to such limitations or reductions with respect to Employee’s compensation (including, without limitation, equity awards) or severance entitlements from the Company that are required by any governmental entity to comply with the applicable provisions of the CARES Act; and (ii) Employee’s compensation (including, without limitation, equity awards) and severance entitlements from Employer may be limited or reduced by the Compensation Committee to the extent necessary to comply with the applicable provisions of the CARES Act. To the extent permitted by the CARES Act or other applicable related law or agreement, any such limitation or reduction shall be made in good faith consultation with Employee. No limitation, reduction or other consequence of this Section 27 shall constitute Employee's Good Cause.
CARES Act. The County and Awarded understand and agree that pursuant to the CARES Act, as codified in 42 U.S.C. § 801, CRF funds may only be used for costs that:
CARES Act. None of the Company or any of its Subsidiaries has applied for or accepted either (i) any loan pursuant to PPP in Section 1102 and Section 1106 of the CARES Act, respectively, (ii) any funds pursuant to the Economic Injury Disaster Loan program or an advance on an Economic Injury Disaster Loan pursuant to Section 1110 of the CARES Act, or (iii) any loan or funds from similar Law enacted by Governmental Entity in any state, local, or foreign jurisdictions in response to the COVID-19 virus. 38031572.13
CARES Act. The parties understand and agree that, to the extent applicable, all Program funds derived from the City’s CARES Act (42 U.S.C. 801) allocation must be awarded or otherwise committed by December 30, 2020. Program funds awarded to recipients by December 30, 2020, may be delivered in the usual course of business pursuant to CARES Act guidance issued by the Department of Treasury. City and Administrator shall meet regularly to ensure all funding will be awarded or otherwise committed by December 30, 2020. The City reserves the right to recoupment of, and Administrator acknowledges its obligation to repayment of, Program funds not awarded or otherwise committed by December 30, 2020.
CARES Act. Except as set forth on Schedule ‎5.24, the Company has not directly or indirectly, sought, pursued, applied for, claimed, obtained, received, accepted or otherwise availed itself of any loan, grant, funding, tax benefit or other benefit, relief or assistance under (a) the CARES Act (including any loan or other benefit under the Paycheck Protection Program administered by the U.S. Small Business Administration and pursuant to the CARES Act), (b) any government program established or expanded thereunder, related thereto or funded thereby or (c) any other legislation enacted, any rule or regulation promulgated, or any other program established or expanded, by any Governmental Authority in connection with, or in response to, COVID-19 or designed to provide economic or other benefit, relief or assistance to Persons in connection therewith or in relation thereto (including (i) the U.S. Small Business Administration’s Economic Injury Disaster Loan program, (ii) the U.S. Small Business Administration’s Paycheck Protection Program, and (iii) any program or facility established or expanded by the Federal Reserve Bank in response to COVID-19, including the Main Street Lending Program, the Main Street New Loan Facility, the Main Street Priority Loan Facility, the Main Street Expanded Loan Facility, the Primary Market Corporate Credit Facility and the Secondary Market Corporate Credit Facility).