(u) The company will refund the newest Purchasing Representative to the reasonable away-of-pouch expenditures of the Investing Agent obtain concerning the the latest series of any replacement Paying Representative and additionally within the transferring one financing in its fingers on the successor Expenses Agent.
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) Business Data 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 or before the Closing payday loans online Alaska direct lenders Day, Business shall enjoys delivered to Management Representative and every Financial, Business’s practical most useful imagine of one’s Exchange Costs (except that fees payable on the Administrative Agent and every Lender)
(c) Organizational and you will Capital Structure. The organizational structure and capital structure of Seller and Company, shall be as set forth on Agenda step 3.
(e) Governmental Authorizations and you will 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) Opinions out of The advice in order to Company and you can Provider. 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) . Truth be told there will perhaps not exists people action, match, research, legal actions or proceeding or other legal otherwise regulating developments, pending otherwise endangered in virtually any judge or before every arbitrator otherwise Political Expert one to, in the just discernment of every Lender, singly or even in the latest aggregate, materially impairs any of the purchases considered from the Borrowing Data files otherwise that would be expected to end in a material Adverse Perception.