Bringdown; Covenants Clause Samples
The "Bringdown; Covenants" clause ensures that the representations, warranties, and covenants made by a party at the time of signing an agreement remain true and are complied with up to a specified later date, often the closing of a transaction. In practice, this means that the party must confirm or "bring down" the accuracy of their statements and continued performance of obligations at key milestones, such as closing or funding. This clause is essential for protecting the other party from changes in circumstances or breaches that may occur between signing and closing, thereby maintaining trust and reducing the risk of undisclosed issues.
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Bringdown; Covenants. The representations and warranties of Sellers made in this Agreement shall be true and correct in all material respects as of Closing. Except for changes permitted or contemplated by the terms of this Agreement, Sellers shall have performed the obligations to be performed by them under this Agreement at or prior to Closing in all material respects. Buyer shall have received a certificate dated as of Closing from Sellers (executed by an authorized officer) to the effect that the conditions set forth in this section have been satisfied (the "Seller Bringdown Certificate").