(u) The business will refund the latest Expenses Representative on the reasonable out-of-pocket costs of Expenses Agent sustained about the the latest sequence of any replacement Paying Representative in addition to into the move people funds in its possession to your successor Paying Broker.
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 Point nine.4, of the following conditions on or before the Closing Date:
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(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 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.
Towards the or prior to the Closure Day, Business should enjoys delivered to Management Broker and each Bank, Businesses practical most readily useful guess of the Exchange Will set you back (aside from charge payable toward Administrative Agent and every Bank)
(c) Business and you will Financial support Construction. The organizational structure and capital structure of Seller and Company, shall be as set forth on Plan step 3.
(e) Political Authorizations and you can 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 out-of The recommendations to help you Organization and Seller. 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, https://paydayloanscalifornia.org/cities/chula-vista/ 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) . Truth be told there shall perhaps not exists any action, match, data, litigation or continuing or any other courtroom otherwise regulatory advancements, pending or endangered in almost any court or before every arbitrator or Governmental Authority one to, in the only discernment of every Financial, singly or in the new aggregate, materially impairs some of the purchases considered from the Borrowing Files otherwise that might be likely to trigger a material Negative Impact.