Bring-Down Condition Clause (Materiality Scrape)

Summary

This clause is a bring-down condition to be included in an asset or share purchase agreement. The bring-down condition is relatively standard in an acquisition, subject to minor variations. This clause contains practical guidance, drafting notes and optional clauses. A bring-down condition is a common closing condition that must be satisfied before the parties to an acquisition agreement have an obligation to proceed to close the transaction. The bring-down condition states that for a party to be obligated to close, the representations and warranties made in the agreement by the other party at signing of the agreement must also be true and correct as of the closing date. If this is not the case, the party to whom the representations are made is not required to proceed with the closing. A bring-down condition is relevant for split sign-and-close acquisition agreements where the agreement is signed on one date with the expectation that the closing will occur on a future date. In such a ...