(u) The organization will refund new Using Agent into the sensible aside-of-pouch costs of the Paying Representative obtain in connection with the series of any replacement Paying Agent along with from inside the move people money within the fingers on replacement Expenses Representative.
3.1 Conditions Precedent to Effectiveness of the Agreement. The Agreement shall become effective on the Closing Date subject to the satisfaction, or waiver in accordance with Section 9.4, of the following conditions on or before the Closing Date:
No Litigation
(b) Organizational Files; Incumbency. Each Lender shall have received (i) copies of each Organizational Document executed and delivered by Company and Seller, as applicable, and, to the extent applicable, (x) certified as of the Closing Date or a recent date prior thereto by the appropriate governmental official and (y) certified by its secretary or an assistant secretary as of the Closing Date, in each case as being in full force and effect without modification or amendment; (ii) signature and incumbency certificates of the officers of such Person executing the Credit Documents to which it is a party; (iii) resolutions of the Board of Directors or similar governing body of each of Company and Seller approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to find here which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each of Company and Seller’s jurisdiction of organization or formation; and (v) such other documents as any Lender may request.
To the or ahead of the Closing Date, Providers will keeps delivered to Management Representative and every Financial, Organization’s practical ideal guess of your Exchange Costs (aside from fees payable into the Management Broker and each Bank)
(c) Organizational and Funding Framework. The organizational structure and capital structure of Seller and Company, shall be as set forth on Agenda step three.
(e) Political Authorizations and Consentspany and Seller shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable to be obtained by them, in connection with the transactions contemplated by the Credit Documents and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to each Lender. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Credit Documents or the financing thereof and no action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired.
(f) Views from Counsel in order to Company and you may Supplier. Each Lender and the Administrative Agent shall have received originally executed copies of the favorable written opinions of KL Gates LLP, counsel for Company and Seller, as to such other matters as any Lender may request, dated as of the Closing Date and otherwise in form and substance reasonably satisfactory to each Lender.
(h) . Around will perhaps not can be found people action, fit, data, litigation otherwise continuing or any other courtroom otherwise regulating improvements, pending otherwise endangered in just about any court otherwise before any arbitrator or Political Authority one to, throughout the best discretion of every Lender, singly or even in the newest aggregate, materially impairs all transactions considered because of the Credit Data or that might be anticipated to end in a material Unfavorable Perception.