(u) The business should reimburse the fresh Investing Agent into the realistic away-of-pocket costs of one’s Paying Broker incurred in connection with new sequence of every successor Spending Broker along with within the moving one fund in its possession toward replacement Using 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 Area 9.4, of the following conditions on or before the Closing Date:
No Litigation
(b) Business Records; 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 before the Closing Date, Organization should provides brought to Management Representative and each Lender, Company’s realistic most useful estimate of your own Deal Will cost you (except that costs payable to your Administrative Representative and every Bank)
(c) Organizational and you may Capital Construction. The organizational structure and capital structure of Seller and Company, shall be as set forth on Agenda 3.
(e) Governmental 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 off Counsel so you can Organization and you will 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) . Truth be told there should not occur people action, suit, study, lawsuits otherwise proceeding or any other court otherwise regulatory improvements, pending or endangered in almost any legal or before every arbitrator otherwise Political Expert that, from the best discretion of every Lender, singly or even in this new aggregate, materially impairs some of the purchases contemplated of the Credit Documents or that will be expected to trigger a material Adverse Impression.