Bring-Down Certificate Template

[Certifying Party Name]
[Address]
[City, State, ZIP Code]
[Email Address]
[Phone Number]

Date: [Date]

To: [Recipient Name / Buyer / Lender / Other Party]
[Recipient Address]
[City, State, ZIP Code]

Subject: Bring-Down Certificate

1. Reference Agreement

This Bring-Down Certificate is delivered pursuant to that certain [Agreement Name] dated as of [Original Agreement Date] (the “Agreement”), by and among [Party Name 1], [Party Name 2], and [Party Name 3, if applicable].

2. Certifying Party

I, [Full Name], am the duly authorized [Title] of [Company Name] (the “Certifying Party”), and I am authorized to execute and deliver this Bring-Down Certificate on behalf of the Certifying Party in connection with the closing contemplated by the Agreement.

3. Reaffirmation of Representations and Warranties

I hereby certify that the representations and warranties of the Certifying Party contained in the Agreement are true and correct as of the date of this Bring-Down Certificate and as of the Closing Date with the same force and effect as if made on and as of this date, except:

• for representations and warranties that expressly relate to an earlier date, which remain true and correct as of that earlier date; and

• as otherwise disclosed below or in any updated disclosure schedule, written notice, or agreed exception delivered in connection with the closing.

Disclosed exceptions, if any:

[Describe any exceptions, updates, or changes, or write “None”]

4. Compliance with Covenants and Obligations

I further certify that the Certifying Party has performed and complied in all material respects with all covenants, obligations, and agreements required under the Agreement to be performed or complied with by the Certifying Party on or before the Closing Date, except as set forth below:

[Describe any exceptions, waivers, or agreed deviations, or write “None”]

5. No Material Adverse Change or New Default

Since the date of the Agreement, and as of the Closing Date:

• no event, circumstance, or condition has occurred that would make any covered representation or warranty materially inaccurate, except as disclosed above;

• no material default by the Certifying Party exists under the Agreement, except as disclosed above; and

• no material adverse change has occurred with respect to [the business / assets / operations / financial condition / transaction matters], except as disclosed below or unless not required under the Agreement.

Additional disclosure, if any:

[Insert disclosure or write “None”]

6. Supporting Information

The statements in this Bring-Down Certificate are based on my review of relevant records, internal communications, and information made available to me in my capacity as [Title].

Attached supporting documents, if any:

[Describe attached schedules, notices, certificates, or updates]

7. Reliance

This Bring-Down Certificate is delivered for the benefit of the parties entitled to receive it under the Agreement, and such parties may rely on it in determining whether the applicable closing conditions have been satisfied.

8. Reservation and Consistency

Nothing in this Bring-Down Certificate shall be interpreted to expand the representations, warranties, covenants, or obligations of the Certifying Party beyond those expressly stated in the Agreement. This certificate is intended only to confirm the status of those matters as of the date hereof and the Closing Date, to the extent required by the Agreement.

9. Signatures

IN WITNESS WHEREOF, the undersigned has executed this Bring-Down Certificate as of the date first written above.

Signature: __________________________

Name: [Full Name]
Title: [Title]
For: [Company Name]
Date: [Date]

Optional Acknowledgment by Recipient:

Received by: __________________________

Name: [Recipient Name]
Title: [Title]
Date: [Date]

Optional Attachment:

• Updated Disclosure Schedule

• Officer Authorization

• Related Closing Deliverables