- bring down certificate
USAA certificate signed by an officer of a company (or for an LLC without officers, a manager or managing member) certifying that the representations and warranties set out in an agreement are true and correct as of the date of the certificate. It is meant to cover the period of time between the signing and closing of a transaction. In a merger or acquisition transaction in which the merger or purchase agreement is signed before the closing, this certificate is delivered by each of the parties at the closing (usually contained within the closing certificate). In a financing transaction, this certificate is delivered by the borrower at the time it requires funding.
Practical Law Dictionary. Glossary of UK, US and international legal terms. www.practicallaw.com. 2010.
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