(u) The firm shall refund the fresh new Expenses Representative to the practical out-of-pocket expenditures of your Purchasing Representative incurred concerning the the brand new series of any successor Purchasing Representative as well as when you look at the going any financing in hands to your replacement Spending 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 Part 9.cuatro, of the following conditions on or before the Closing Date:
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(b) Business 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.
To your otherwise prior to the Closure Time, Team will have delivered to Administrative Representative and each Bank, Organizations practical greatest guess of one’s Purchase Can cost you https://paydayloanscalifornia.org/cities/victorville/ (except that charges payable on the Administrative Representative and each Bank)
(c) Organizational and you can Capital Design. The organizational structure and capital structure of Seller and Company, shall be as set forth on Agenda step 3.
(e) Political Authorizations and you may 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 Guidance so you can Business and you can Vendor. 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 should maybe not occur one step, suit, research, lawsuits or proceeding or other court otherwise regulatory advancements, pending otherwise endangered in every court or before every arbitrator otherwise Political Power you to, in the only discretion of any Bank, singly or perhaps in the newest aggregate, materially impairs all deals contemplated by the Borrowing from the bank Files otherwise that would be expected to bring about a content Adverse Perception.
