Officer's Bring Down and Non-Merger Certificate (Purchaser)

Summary

This precedent is intended to provide a "Bring Down Certificate" for a corporate purchaser in a real property transaction. It brings forward the terms of the "Purchase Agreement" executed between the parties so that the vendor can hold the purchaser to the representations and warranties previously made as still valid on the closing date of the transaction. This precedent contains practical guidance and drafting notes. The principle of any Bring Down Certificate is to ensure that representations and warranties (that is legal promises and descriptions of status) are valid, active and still correct at the time the transaction closes. The Purchase Agreement which contained the "Reps and Warranties" may have been signed a long time before the closing or completion date of the transaction In order to have certainty that those legal promises and status descriptions can still be relied upon, the Bring Down Certificate is used to restate those things and validate that they are still true and ...