Restatement Date Clause Samples
The restatement-date clause establishes a specific date on which the terms of an agreement or document are reaffirmed or updated. In practice, this clause is used when parties wish to confirm that all provisions, obligations, and representations remain accurate and binding as of a new, specified date—often in the context of amendments, renewals, or refinancing transactions. Its core function is to ensure that all parties are aligned on the current status of the agreement, reducing ambiguity and legal risk by clarifying the effective date of the restated terms.
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Restatement Date. The Company, each Lender, the Agent and the Co-Administrative Agent agree that on the Restatement Date the following transactions shall be deemed to occur automatically, without further action by any party hereto:
(a) The Prior Credit Agreement shall be deemed to be amended and restated in its entirety in the form of this Agreement.
(b) The Co-Administrative Agent shall, promptly after receipt of the Notes reflecting amendments to the Prior Credit Agreement effected hereunder, cancel and return to the Company (upon receipt from the Lenders) the promissory notes being replaced by such Notes. The Company, each Lender, the Agent and the Co-Administrative Agent agree that (i) the restatement transactions provided in the foregoing sentence shall not be effective until the execution of this Agreement by all of the parties hereto and the satisfaction of the conditions precedent set forth in Section 5.01 hereof, (ii) all terms and conditions of the Prior Credit Agreement which are amended and restated by this Agreement shall remain effective until such amendment and restatement becomes effective hereunder, and thereafter shall continue to be effective only as amended and restated by this Agreement, and (iii) the representations, warranties and covenants set forth herein shall become effective concurrently with the execution of this Agreement by all of the parties hereto.
(c) The Lenders, upon the effectiveness of this Agreement in accordance with its terms, will continue to lend monies and/or make advances, extensions of credit or other financial accommodations to, on behalf of or for the benefit of the Company pursuant hereto, and (i) any loans made under the Prior Credit Agreement which are not repaid on the Restatement Date will automatically, and without further action on the part of the Lenders or the Company, become Revolving Loans under this Agreement held ratably in proportion to the several Commitments of the Lenders hereunder and (ii) any Existing Letter of Credit issued and outstanding under the Prior Credit Agreement will automatically, and without further action on the part of the Lenders or the Company, become Letters of Credit under this Agreement. Any loans under the Prior Credit Agreement which are repaid on the Restatement Date will be paid to the Lenders under the Prior Credit Agreement in such proportions as shall be necessary to (x) repay in full the Loans held by any lenders under the Prior Credit Agreement which are not Lenders hereunder and...
Restatement Date. The initial Borrowing following the Restatement Date is subject to the conditions precedent, unless waived by the Lender (and the Borrower, by executing this Agreement, shall be deemed to have certified that all such conditions precedent unless waived are satisfied on the Restatement Date), that:
(a) The Lender shall have received executed counterparts of each of the following:
(i) this Agreement;
(ii) the Note;
(iii) the fee letter agreement, dated as of December 20, 2022 (the “Fee Letter”), between the Borrower and the Lender;
(iv) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (A) that there have been no changes in the charter document of the Borrower, as attached thereto and as certified as of a recent date by the Secretary of State (or analogous governmental entity) of the jurisdiction of its organization, since the date of the certification thereof by such governmental entity, (B) as to the bylaws, as attached thereto, of the Borrower as in effect on the date of such certification, (C) as to resolutions of the board of directors of the Borrower authorizing the execution, delivery and performance of each Loan Document to which it is a party, (D) as to a good standing certificate (or analogous documentation if applicable) for the Borrower from the Secretary of State (or analogous governmental entity) of the jurisdiction of its organization as of a recent date, to the extent generally available in such jurisdiction and (E) the names and true signatures of the incumbent officers of the Borrower authorized to sign the Loan Documents to which it is a party, and authorized to request a Borrowing;
(v) a certificate, signed by an Authorized Officer of the Borrower, stating that on Restatement Date (A) no Default or Event of Default has occurred and is continuing and (B) the representations and warranties in Article V are (1) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects as of such date, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty was true and correct in all respects on and as of such earlier date and (2) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects as of such date, except to the extent any such representation or warranty is stated to relate solely to an e...
Restatement Date. The effectiveness of this Agreement and the obligation of each Lender to make a Loan on the Restatement Date are subject to the satisfaction, or waiver in accordance with Section 10.5, of the following conditions on or before the Restatement Date:
Restatement Date. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions shall be satisfied (or waived in accordance with Section 9.02) (the “Restatement Date”):
(a) The Administrative Agent shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) evidence reasonably satisfactory to the Administrative Agent (which may include a telecopy or email transmission of a signed signature page to this Agreement) that such party has signed a counterpart of this Agreement.
(b) The Administrative Agent shall have received an executed written opinion (addressed to the Administrative Agent, the Lenders and the Issuing Banks and dated the Restatement Date) of Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel for Parent, ▇▇▇▇▇ and the Borrower customary for financings of this type.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party and the authorization of the Transactions and the Loan Documents, as are customary for financings of this type.
(d) The Administrative Agent shall have received a certificate, dated the Restatement Date and signed by a Responsible Officer of Parent or the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02.
(e) The Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each Loan Party relating thereto, if applicable) and if any improvements located on any Mortgaged Property are located in an area determined by the Federal Emergency Management Agency to have special flood hazards, a certificate as to coverage under, and a declaration page relating to, the insurance policies required by Section 5.09 (including, without limitation, flood insurance policies) and the applicable provisions of the Security Documents, each of which (I) shall be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable), (II) shall name the Collateral Agent, on behalf of the Se...
Restatement Date. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):
Restatement Date. On the terms and conditions set forth in this Series 2022-2 Supplement, HVF III shall issue, and shall cause the Trustee to authenticate the Restatement Date Class D Notes on the Series 2022-2 Restatement Date. Such Restatement Date Class D Notes shall:
Restatement Date. The date on which all of the conditions set forth in §11 have been satisfied or waived in accordance with the terms of this Credit Agreement.
Restatement Date. The amendment and restatement of the Existing Credit Agreement and the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit under this Agreement shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):
Restatement Date. This Amended Agreement shall not become effective until the date on which each of the following conditions has been satisfied (or waived in accordance with Section 9.05):
(a) The Administrative Agent shall have received for the benefit of each Lender a signed copy of the favorable written opinion, and addressed to the Lenders, of (i) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., counsel for the Borrower, substantially in the form set forth in Exhibit B, and (ii) ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇, Esq., Deputy General Counsel of the Borrower, substantially in the form set forth in Exhibit C, in each case reasonably satisfactory to ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Agents.
(b) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request on or before the date hereof relating to the organization, existence and good standing of each Obligor, the authorization of the Loan Documents and the transactions contemplated thereby and any other legal matters relating to the foregoing, all in form and substance reasonably satisfactory to the Administrative Agent.
(c) The Administrative Agent shall have received counterparts of this Amended Agreement (or facsimile or other evidence satisfactory to the Administrative Agent of the execution of a counterpart hereof) which, when taken together, bear the signatures of (i) each party hereto that is not a party to the Original Credit Agreement and (ii) each party to the Original Credit Agreement whose execution and delivery hereof is required by the terms of the Original Credit Agreement for the effectiveness of this Amended Agreement.
(d) The Borrower shall have consummated an issuance of Series D Senior Secured Notes pursuant to a Debt Incurrence for gross cash proceeds of not less than $275,000,000.
(e) The Administrative Agent shall have received all fees due and payable on or prior to the Restatement Date, including to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(f) The Borrower shall have prepaid not less than $200,000,000 aggregate principal amount of the Term Loans pursuant to Section 2.09 of the Original Credit Agreement, together with accrued interest thereon and applicable prepayment fees.
(g) The Borrower shall have prepaid all Revolving Loans and Swingline Loans outstanding under the Original Credit Agreement, together with accrued interest thereon and accrued fees thereun...
Restatement Date. Each of the conditions set forth in Section 6 of the Restatement Agreement (subject to Section 7 thereof) shall have been satisfied or waived (in accordance with Section 11.01 hereof).