Officer's Certificate
(Merger)

Summary

This template is an Officer's Certificate commonly delivered to the opposing party as a condition to closing. It re-verifies that the representations and warranties made at the signing of the main transaction agreement are still true and correct and certifies that the company has satisfied its closing conditions. This template includes practical guidance and drafting notes. If there have been any changes since the signing that make any representation or warranty untrue, the company must describe those changes in a schedule to the certificate. This template may be tailored to suit each transaction. For a full listing of content related to the signing and closing of an M&A transaction, see Signing and Closing the M&A Transaction Resource Kit. For a broad collection of content related to tasks that may be assigned to an M&A summer associate, see Summer Associate Resource Kit: Corporate and M&A. For a broad collection of content related to tasks that may be assigned to a first year M&A associate, see First Year Associate Resource Kit: Corporate and M&A.