Bring-down certificate
A bring-down certificate is a document the seller signs at closing confirming that the representations and warranties made in the definitive agreement remain true as of the closing date, not just when the agreement was originally signed. It gives the buyer a fresh, dated confirmation immediately before ownership actually changes hands.
Weeks or months can pass between signing the definitive agreement and actually closing, while conditions precedent are satisfied. During that gap, facts about the business can change: a key contract could be lost, a lawsuit could be filed, or financial performance could shift. The bring-down certificate addresses this by having the seller re-confirm, right at closing, that everything stated earlier is still accurate.
Why buyers require it
Without a bring-down certificate, a buyer’s protection under the representations and warranties would technically only speak to the day the agreement was signed, even though closing happens later. Requiring this certificate closes that gap and gives the buyer a clear basis to walk away, or to pursue an indemnity claim later, if something material changed and was not disclosed before closing.
What happens if something changed
If the seller cannot honestly sign the bring-down certificate because something material has changed, that typically triggers a closing condition failure, giving the buyer room to renegotiate, delay closing, or walk away depending on what the definitive agreement allows.
Sources
This definition is checked against primary sources. Links were last confirmed on the dates shown.
- 01Treadstone LawLegal commentaryConditions Precedent to Closing in an Ontario Business Sale Agreement
- 02Treadstone LawLegal commentaryHow Long Do Representations and Warranties Survive After an Ontario Business Sale?
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