Common use of CARES Act Clause in Contracts

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 of the foregoing 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 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/ Cxxxxxxx Xxxxx Name: Cxxxxxxx Xxxxx Title: Managing Director Accepted and confirmed as of the date first above written: NETSTREIT CORP. By: /s/ Dxxxxx X. Xxxxxx Name: Dxxxxx X. Xxxxxx Title: Chief Financial Officer and Treasurer

Appears in 2 contracts

Samples: NETSTREIT Corp., NETSTREIT Corp.

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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 of the foregoing 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 via email to CxxxxxxxxXxxxxxxxxxXxxxxxxxxxxxx@xxxxxxxxxx.xxxthe individuals listed in the notice provisions herein. Very truly yours, WXXXX FARGO BANK, NATIONAL ASSOCIATION By: /s/ Cxxxxxxx Txxxxx Xxxxx Name: Cxxxxxxx Txxxxx Xxxxx Title: Managing Director Accepted and confirmed as of the date first above written: NETSTREIT CORP. Corp. By: /s/ Dxxxxx X. Xxxxxx Mxxx Xxxxxxxxx Name: Dxxxxx X. Xxxxxx Mxxx Xxxxxxxxx Title: President and Chief Financial Officer and TreasurerExecutive Officer

Appears in 2 contracts

Samples: NETSTREIT Corp., NETSTREIT Corp.

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 of the foregoing 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 via email to CxxxxxxxxXxxxxxxxxxXxxxxxxxxxxxx@xxxxxxxxxx.xxxthe individuals listed in the notice provisions herein. Very truly yours, WXXXX FARGO BANKBANK OF AMERICA, NATIONAL ASSOCIATION N.A. By: /s/ Cxxxxxxx Xxxxx Xxxx Xxxxxxxxxx Name: Cxxxxxxx Xxxxx Xxxx Xxxxxxxxxx Title: Managing Director Accepted and confirmed as of the date first above written: NETSTREIT CORP. Corp. By: /s/ Dxxxxx X. Xxxxxx Xxxx Xxxxxxxxx Name: Dxxxxx X. Xxxxxx Xxxx Xxxxxxxxx Title: President and Chief Financial Officer and TreasurerExecutive Officer

Appears in 2 contracts

Samples: NETSTREIT Corp., NETSTREIT Corp.

CARES Act. Counterparty (x) represents and warrants that it has not applied, and shall not, as until after the first date on which no portion of the Trade DateTransaction remains outstanding following any final exercise and settlement, applied cancellation or early termination of the Transaction, apply, 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 of the foregoing or other investment, or to receive 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 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 not make a capital distribution, or (ii) for which where the terms of the Transaction would cause Counterparty under any circumstances 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 collectively “Restricted Financial Assistance. [Signature Page Follows] Please confirm ”); provided that Counterparty may apply for Restricted Financial Assistance if Counterparty either (a) determines based on the foregoing correctly sets forth advice of outside counsel of national standing that the terms of our agreement by executing a copy the Transaction would not cause Counterparty to fail to satisfy any condition for application for or receipt or retention of this Confirmation and returning it to CxxxxxxxxXxxxxxxxxxXxxxxxxxxxxxx@xxxxxxxxxx.xxx. Very truly yours, WXXXX FARGO BANK, NATIONAL ASSOCIATION By: /s/ Cxxxxxxx Xxxxx Name: Cxxxxxxx Xxxxx Title: Managing Director Accepted and confirmed such Financial Assistance based on the terms of the program or facility as of the date first above written: NETSTREIT CORPof such advice or (b) 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 Transaction or by general reference to transactions with the attributes of the Transaction in all relevant respects). By: /s/ Dxxxxx X. Xxxxxx Name: Dxxxxx X. Xxxxxx Title: Chief Financial Officer Counterparty further represents and Treasurerwarrants that the Premium is not being paid, in whole or in part, directly or indirectly, with funds received under or pursuant to any program or facility, including the U.S. Small Business Administration’s “Paycheck Protection Program”, 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 such applicable law (or any regulation, guidance, interpretation or other pronouncement of a governmental authority with jurisdiction for such program or facility) that such funds be used for specified or enumerated purposes that do not include the purchase of the Transaction (either by specific reference to the Transaction or by general reference to transactions with the attributes of the Transaction in all relevant respects).

Appears in 2 contracts

Samples: Lci Industries, Lci Industries

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 of the foregoing 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 via email to CxxxxxxxxXxxxxxxxxxXxxxxxxxxxxxx@xxxxxxxxxx.xxxthe individuals listed in the notice provisions herein. Very truly yours, WXXXX FARGO BANKBANK OF AMERICA, NATIONAL ASSOCIATION N.A. By: /s/ Cxxxxxxx Rxxxx Xxxxx Name: Cxxxxxxx Rxxxx Xxxxx Title: Managing Director Accepted and confirmed as of the date first above written: NETSTREIT CORP. Corp. By: /s/ Dxxxxx X. Xxxxxx Axxxxx Xxxxxxx Name: Dxxxxx X. Xxxxxx Axxxxx Xxxxxxx Title: Chief Financial Officer and TreasurerOfficer

Appears in 1 contract

Samples: NETSTREIT Corp.

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 of the foregoing 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/ Cxxxxxxx Txxxxx Xxxxx Name: Cxxxxxxx Txxxxx Xxxxx Title: Managing Director Accepted and confirmed as of the date first above written: NETSTREIT CORP. AGREE REALTY CORPORATION By: /s/ Dxxxxx Jxxx X. Xxxxxx Agree Name: Dxxxxx Jxxx X. Xxxxxx Agree Title: President and Chief Financial Officer and TreasurerExecutive Officer

Appears in 1 contract

Samples: Agree Realty Corp

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 of the foregoing 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.xxxJxx.Xxxxxxx@xxxxxxxxxxxxx.xxx. Very truly yours, WXXXX FARGO BANK, NATIONAL ASSOCIATION MXXXXX SXXXXXX & CO. LLC By: /s/ Cxxxxxxx Xxxxx Dxxxx Xx Name: Cxxxxxxx Xxxxx Dxxxx Xx Title: Managing Director Vice President Accepted and confirmed as of the date first above written: NETSTREIT CORP. AGREE REALTY CORPORATION By: /s/ Dxxxxx Jxxx X. Xxxxxx Agree Name: Dxxxxx Jxxx X. Xxxxxx Agree Title: President and Chief Financial Officer and TreasurerExecutive Officer

Appears in 1 contract

Samples: Agree Realty Corp

CARES Act. Counterparty Cinemark acknowledges that the Transaction may constitute a purchase of its equity securities or a capital distribution. Cinemark further acknowledges that, (xi) represents and warrants that it has not, as pursuant to the provisions 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 , Cinemark will be required to agree to certain time-bound restrictions on its ability to purchase its equity securities or make capital distributions if it receives loans, loan guarantees or direct loans (as hereinafter that term is defined in the CARES Act) under section 4003(b) of the CARES Act (“CARES Act Loans”), and (ii) Cinemark may be required to agree to certain time-bound restrictions on its ability to purchase its equity securities or make capital distributions if it receives loans, loan guarantees or direct loans, financial assistance or other investment, tax credit or relief (tax or otherwise, howsoever defined) under any of program, stimulus package or facilities now existing or that may be established in the foregoing 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 future under applicable law (or any regulation, guidance, interpretation or other pronouncement of a governmental authority with jurisdiction for such program or facility) ), whether in existence as a condition of the Trade Date or subsequently enacted, adopted or amended, including without limitation the CARES Act and the Federal Reserve Act, as amended (such financial assistance, collectively with CARES Act Loans, “Financial Assistance”). Accordingly, that Counterparty comply with certain requirements (the "Material Governmental Restrictions") not to, or otherwise agree, attest, certify or warrant Cinemark represents and warrants that it has notnot applied for, as and shall not until after the first date on which no portion of this Transaction remains outstanding following any final exercise and settlement, cancellation or early termination of this Transaction apply for, any Financial Assistance if the existence of, or performance of the date specified in such conditionterms of, 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 this Transaction would cause Counterparty Cinemark to fail to satisfy any condition for application for or receipt or retention of the Financial Assistance; provided, that Cinemark may apply for Financial Assistance and if Cinemark either (yX) acknowledges determines based on the advice of outside counsel of national standing 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 this Transaction would not cause Cinemark to fail to satisfy any condition for application for or receipt or retention of this Confirmation and returning it to CxxxxxxxxXxxxxxxxxxXxxxxxxxxxxxx@xxxxxxxxxx.xxx. Very truly yours, WXXXX FARGO BANK, NATIONAL ASSOCIATION By: /s/ Cxxxxxxx Xxxxx Name: Cxxxxxxx Xxxxx Title: Managing Director Accepted and confirmed such Financial Assistance based on the terms of the program or facility as of the date first above written: NETSTREIT CORP. By: /s/ Dxxxxx X. Xxxxxx Name: Dxxxxx X. Xxxxxx Title: Chief Financial Officer and Treasurerof such advice or (Y) delivers to Dealer evidence of a waiver 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 Transaction or by general reference to transactions with the attributes of the Transaction in all relevant respects).

Appears in 1 contract

Samples: Cinemark Holdings, Inc.

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 of the foregoing 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.xxxdx.xxxxxx_xxxxxxxxxxx_xxxxxxx@xxxx.xxx. Very truly yours, WXXXX FARGO BANKBANK OF AMERICA, NATIONAL ASSOCIATION N.A. By: /s/ Cxxxxxxx Rxxxx Xxxxx Name: Cxxxxxxx Rxxxx Xxxxx Title: Managing Director Accepted and confirmed as of the date first above written: NETSTREIT CORP. By: /s/ Dxxxxx X. Xxxxxx Name: Dxxxxx X. Xxxxxx Title: Chief Financial Officer and Treasurer

Appears in 1 contract

Samples: NETSTREIT Corp.

CARES Act. Counterparty (x) represents and warrants acknowledges that it has notthe Transaction may constitute a purchase of its equity securities. Counterparty further acknowledges that, as pursuant to the provisions 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 , the Counterparty would be required to agree to certain time-bound restrictions on its ability to purchase its equity securities if it receives loans, loan guarantees or direct loans (as hereinafter definedthat term is defined in the CARES Act) under any section 4003(b) of the foregoing 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 it receives loans, loan guarantees or other investmentdirect 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 for the purpose of providing liquidity to the financial system (together with loans, loan guarantees or any financial assistance direct loans under section 4003(b) of the CARES Act, “Governmental Financial Assistance”). Accordingly, Counterparty represents and warrants that it has not applied for, and has no present intention to apply, prior to the termination or relief settlement of this Transaction, has no intention to apply for Governmental Financial Assistance under any governmental 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 or the Federal Reserve Act, as amended, and (b) (i) requires under applicable law (or any regulationrequires, guidance, interpretation or other pronouncement of a governmental authority with jurisdiction for such program or facility) as a condition of such Governmental Financial Assistance, that the Counterparty comply with certain 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. 19 Insert for Base Call Option Confirmation. 20 Insert for Additional Call Option Confirmation. 21 Appropriate Dealer boilerplate to come, as of the date specified in the conditionapplicable. 22 Subject to update for foreign Dealers. 23 To be updated for each Dealer, made a capital distribution or will make a capital distributionif applicable, 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 Assistancebased on relevant Dealer boilerplate. [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.xxxDealer. Very truly yours, WXXXX FARGO BANK, NATIONAL ASSOCIATION [Dealer] By: /s/ Cxxxxxxx Xxxxx Authorized Signatory Name: Cxxxxxxx Xxxxx Title: Managing Director Accepted and confirmed as of the date first above writtenTrade Date: NETSTREIT CORP. Zynga Inc. By: /s/ Dxxxxx X. Xxxxxx Authorized Signatory Name: Dxxxxx X. Xxxxxx Title: Chief Financial Officer and Treasurer[Annex A Form of Guarantee]24 24 To be included if applicable.

Appears in 1 contract

Samples: Zynga Inc

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 of the foregoing 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.xxxxx.xxxxxx_xxxxxxxxxxx_xxxxxxx@xxxx.xxx. Very truly yours, WXXXX FARGO BANKBANK OF AMERICA, NATIONAL ASSOCIATION N.A. By: /s/ Cxxxxxxx Xxxxx Xxxxx Name: Cxxxxxxx Xxxxx Xxxxx Title: Managing Director Accepted and confirmed as of the date first above written: NETSTREIT CORP. By: /s/ Dxxxxx Xxxxxx X. Xxxxxx Name: Dxxxxx Xxxxxx X. Xxxxxx Title: Chief Financial Officer and Treasurer

Appears in 1 contract

Samples: NETSTREIT Corp.

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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 of the foregoing 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/ Cxxxxxxx Xxxxx Exxxxxxxx Xxxxxxx Name: Cxxxxxxx Xxxxx Exxxxxxxx Xxxxxxx Title: Managing Director Accepted and confirmed as of the date first above written: NETSTREIT CORP. Corp. By: /s/ Dxxxxx X. Xxxxxx Axxxxx Xxxxxxx Name: Dxxxxx X. Xxxxxx Axxxxx Xxxxxxx Title: Chief Financial Officer and TreasurerOfficer

Appears in 1 contract

Samples: NETSTREIT Corp.

CARES Act. Each of Counterparty and Parent acknowledges that the Transaction may constitute a purchase of Parent’s equity securities or a capital distribution. Each of Counterparty and Parent further acknowledges that, pursuant to the provisions of the Coronavirus Aid, Relief and Economic Security Act (xthe “CARES Act”), it will be required to agree to certain time-bound restrictions on its ability to purchase either of their equity securities or make capital distributions if it receives loans, loan guarantees or direct loans (as that term is defined in the CARES Act) under section 4003(b) of the CARES Act. Each of Counterparty and Parent further acknowledges that it may be required to agree to certain time-bound restrictions on its ability to purchase either of their equity securities or make capital distributions if it 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, each of Counterparty and Parent represents and warrants that it has notneither it, as nor any of the Trade Dateits subsidiaries have applied, applied and have no present intention to apply, 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 of the foregoing or other investment, or to receive any financial assistance or relief (howsoever defined) 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) thereunder), as a condition of such Financial Assistanceloan, loan guarantee, direct loan (as that term is defined in the CARES Act), investment, financial assistance or relief, that Counterparty it comply with certain requirements (the "Material Governmental Restrictions") not 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 equity security of Counterparty, and Parent; provided that it has not, as Counterparty or Parent may apply for any such governmental assistance if such person determines based on the advice of the date specified in the condition, made a capital distribution or will make a capital distribution, or (ii) for which nationally recognized outside counsel that the terms of the Transaction would not cause Counterparty such person 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 governmental assistance based on 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/ Cxxxxxxx Xxxxx Name: Cxxxxxxx Xxxxx Title: Managing Director Accepted and confirmed the relevant program or facility as of the date first above written: NETSTREIT CORPof such advice. By: /s/ Dxxxxx X. Xxxxxx Name: Dxxxxx X. Xxxxxx Title: Chief Financial Officer Each of Counterparty and TreasurerParent further represents and warrants that the Premium is not being paid, in whole or in part, directly or indirectly, with funds received under or pursuant to any program or facility, including the U.S. Small Business Administration’s “Paycheck Protection Program”, that (a) is established under applicable law, including without limitation the CARES Act and the Federal Reserve Act, as amended, and (b) requires under such applicable law (or any regulation, guidance, interpretation or other pronouncement of a governmental authority with jurisdiction for such program or facility) that such funds be used for specified or enumerated purposes that do not include the purchase of this Transaction (either by specific reference to this Transaction or by general reference to transactions with the attributes of this Transaction in all relevant respects).

Appears in 1 contract

Samples: Federal Realty OP LP

CARES Act. Counterparty acknowledges that the Transaction may constitute a purchase of its equity securities or a capital distribution. Counterparty further acknowledges that, pursuant to the provisions of the Coronavirus Aid, Relief and Economic Security Act (xthe “CARES Act”), the Counterparty will be required to agree to certain time-bound restrictions on its ability to purchase its equity securities or make capital distributions if it 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 or make capital distributions if it 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 or the U.S. Department of Treasury for the purpose of providing liquidity to the financial system, and may be required to agree to similar restrictions under programs or facilities established in the future. Accordingly, Counterparty represents and warrants that neither it nor any of its subsidiaries has notapplied for, as and throughout the term of the Trade DateTransaction shall not apply, 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 of the foregoing or other investment, or to receive any financial assistance or relief (howsoever defined) 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) thereunder), as a condition of such Financial Assistanceloan, loan guarantee, direct loan (as that term is defined in the CARES Act), investment, financial assistance or relief, that Counterparty comply with certain requirements (the "Material Governmental Restrictions") not to, or otherwise any of its subsidiaries 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 such condition, made a capital distribution or will not make a capital distributiondistribution (collectively, or “Restricted Financial Assistance”); provided that Counterparty may apply for Restricted Financial Assistance if Counterparty either (iia) for which determines, based on the advice of outside counsel of national standing, that the terms of the Transaction would not 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 (as that term is defined in the foregoing correctly sets forth CARES Act), investment, financial assistance or relief based on 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/ Cxxxxxxx Xxxxx Name: Cxxxxxxx Xxxxx Title: Managing Director Accepted and confirmed the program or facility as of the date first above written: NETSTREIT CORPof such advice or (b) delivers to Dealer evidence of a waiver 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 Transaction or by general reference to transactions with attributes of the Transaction in all relevant respects). By: /s/ Dxxxxx X. Xxxxxx Name: Dxxxxx X. Xxxxxx Title: Chief Financial Officer Counterparty further represents and Treasurerwarrants that the Premium is not being paid, in whole or in part, directly or indirectly, with funds received under or pursuant to any program or facility, including the U.S. Small Business Administration’s “Paycheck Protection Program”, 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 such applicable law (or any regulation, guidance, interpretation or other pronouncement of a governmental authority with jurisdiction for such program or facility) that such funds be used for specified or enumerated purposes that do not include the purchase of the Transaction (either by specific reference to the Transaction or by general reference to transactions with the attributes of the Transaction in all relevant respects).

Appears in 1 contract

Samples: Snap Inc

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 of the foregoing 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.xxxrxxxx.xxxxx@xxxx.xxx. Very truly yours, WXXXX FARGO BANKBANK OF AMERICA, NATIONAL ASSOCIATION N.A. By: /s/ Cxxxxxxx Xxxxx Jxxx Xxxxxxxxxx Name: Cxxxxxxx Xxxxx Jxxx Xxxxxxxxxx Title: Managing Director Accepted and confirmed as of the date first above written: NETSTREIT CORP. AGREE REALTY CORPORATION By: /s/ Dxxxxx Jxxx X. Xxxxxx Agree Name: Dxxxxx Jxxx X. Xxxxxx Agree Title: President and Chief Financial Officer and TreasurerExecutive Officer

Appears in 1 contract

Samples: Agree Realty Corp

CARES Act. Counterparty acknowledges that the Transaction may constitute a purchase of its equity securities or a capital distribution. Counterparty further acknowledges that, pursuant to the provisions of the Coronavirus Aid, Relief and Economic Security Act (xthe “CARES Act”), Counterparty will be required to agree to certain time-bound restrictions on its ability to purchase its equity securities or make capital distributions if it 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 or make capital distributions if it receives loans, loan guarantees or direct loans (as that term is defined in the CARES Act) under programs or facilities established by 53 To be updated as appropriate for Dealer. 54 To be updated as appropriate for Dealer. 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 it has notneither it, as nor any of the Trade Dateits subsidiaries have applied, applied and have no present intention to apply, 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 of the foregoing or other investment, or to receive any financial assistance or relief (howsoever defined) 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) thereunder), as a condition of such Financial Assistanceloan, loan guarantee, direct loan (as that term is defined in the CARES Act), investment, financial assistance or relief, that Counterparty comply with certain requirements (the "Material Governmental Restrictions") not 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 equity security of Counterparty, and ; provided that it has not, as Counterparty may apply for any such governmental assistance if Counterparty determines based on the advice of the date specified in the condition, made a capital distribution or will make a capital distribution, or (ii) for which nationally recognized outside counsel that the terms of the Transaction would not 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 governmental assistance based on 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/ Cxxxxxxx Xxxxx Name: Cxxxxxxx Xxxxx Title: Managing Director Accepted and confirmed the relevant program or facility as of the date first above written: NETSTREIT CORPof such advice. By: /s/ Dxxxxx X. Xxxxxx Name: Dxxxxx X. Xxxxxx Title: Chief Financial Officer Counterparty further represents and Treasurerwarrants that the Premium is not being paid, in whole or in part, directly or indirectly, with funds received under or pursuant to any program or facility, including the U.S. Small Business Administration’s “Paycheck Protection Program”, that (a) is established under applicable law, including without limitation the CARES Act and the Federal Reserve Act, as amended, and (b) requires under such applicable law (or any regulation, guidance, interpretation or other pronouncement of a governmental authority with jurisdiction for such program or facility) that such funds be used for specified or enumerated purposes that do not include the purchase of this Transaction (either by specific reference to this Transaction or by general reference to transactions with the attributes of this Transaction in all relevant respects).

Appears in 1 contract

Samples: Array Technologies, Inc.

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 of the foregoing 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.xxxCoxxxxxxxXxxxxxxxxxXxxxxxxxxxxxx@xxxxxxxxxx.xxx. Very truly yours, WXXXX FARGO WEXXX XARGO BANK, NATIONAL ASSOCIATION By: /s/ Cxxxxxxx Xxxxx Elxxxxxxx Xxxxxxx Name: Cxxxxxxx Xxxxx Elxxxxxxx Xxxxxxx Title: Managing Director Accepted and confirmed as of the date first above written: NETSTREIT CORP. AGREE REALTY CORPORATION By: /s/ Dxxxxx Joxx X. Xxxxxx Xgree Name: Dxxxxx Joxx X. Xxxxxx Xgree Title: President and Chief Financial Officer and TreasurerExecutive Officer

Appears in 1 contract

Samples: Agree Realty Corp

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