Bringdown Certificate Sample Clauses
A Bringdown Certificate is a document provided at the closing of a transaction to confirm that the representations and warranties made earlier in the agreement remain true and accurate as of the closing date. Typically, a party—often the seller in a merger or acquisition—delivers this certificate to reassure the other party that no material changes have occurred since the agreement was signed. For example, if a company represented that it had no outstanding litigation at signing, the Bringdown Certificate would confirm this is still the case at closing. The core function of this clause is to protect the parties by ensuring that key facts and assurances remain valid up to the point of closing, thereby reducing the risk of undisclosed issues arising after the transaction is completed.
POPULAR SAMPLE Copied 3 times
Bringdown Certificate. Each Purchaser shall have delivered to the Company a certificate of such Purchaser, executed by an executive officer of such Purchaser, dated the Closing Date, and certifying to the fulfillment of the conditions specified in clauses (a) and (b) of this Section 8.3.
Bringdown Certificate. NV5 shall have received a certificate, dated as of the Closing Date and duly executed by an executive officer of Acuren, certifying the satisfaction of all conditions in Section 6.3(a), Section 6.3(b) and Section 6.3(c).
Bringdown Certificate. Parent and Acquisition Sub shall have received a certificate from an authorized officer of the Company, dated as of the date of the Closing, to the effect that the conditions set forth in Sections 5.1(a) and 5.1(b) have been satisfied.
Bringdown Certificate. Holder hereby agrees to, on the Closing Date, upon the request of Topco, deliver to Topco a written certificate duly executed by ▇▇▇▇▇▇ (or a duly authorized executive officer of Holder, if applicable) confirming and certifying that each of the representations and warranties of Holder set forth in Sections 5 and 6 hereof are true and correct in all respects; provided that Topco shall not make such request on more than one occasion.
Bringdown Certificate. Parent shall have received a certificate, dated as of the Closing Date and duly executed by an executive officer of the Company, certifying the satisfaction of all conditions in Sections 6.2(a), 6.2(b) and 6.2(c).
Bringdown Certificate. A certificate confirming that all of the representations and warranties of Seller in Section 9.1 are true and accurate as of the Closing Date, subject to Section 4.4 and the first sentence of Section 9.3;
Bringdown Certificate. A certificate confirming that all of the representations and warranties of Purchaser in Section 9.2 are true and accurate as of the Closing Date.
Bringdown Certificate. A certificate of Seller, dated as of the Closing Date, stating that the representations and warranties of Seller contained in Section 5.1 of this Agreement remain true and correct as of the Closing Date as if the same had been made on and as of the Closing Date;
Bringdown Certificate. A certificate or certificates, dated as of the Closing Date, of the Chief Financial Officer or Corporate Controller of Borrower to the effect that (i) the representations and warranties of Borrower contained in Section 4 are true, accurate and complete in all material respects as of the Closing Date as though made on such date and (ii) no Event of Default or Potential Event of Default under this Agreement has occurred.
Bringdown Certificate. A “Bringdown Certificate” certifying that the representations and warranties set forth in Section 7(a) remain accurate, true and correct in all material respects as of Closing, and that all material covenants and obligations of the PGMI Parties under the Agreement have been performed, in the form attached hereto as Exhibit F (the “PGMI Parties Bringdown Certificate”).