Bring-Down Condition (M&A Glossary)

Summary

A closing condition in which a party reaffirms the accuracy of the representations and warranties on the closing date (as opposed to, or in addition to, their accuracy on the signing date). To avoid the ambiguity of double materiality, the bring-down condition will usually require that the target’s representations be accurate “in all respects if qualified by materiality and in all material respects if not so qualified.”