Bring-Down

Term Main definition
Bring-Down

When a transaction, such as a complex investment or purchase agreement, includes two or more steps that need to occur in that transaction, formalities are usually repeated at each step.

Commonly these formalities would include a party's required repetition of making the same representations and warranties as were made by that party before (including any necessary update to the information for information available after the date on which the representations and warranties were originally made).  Most usually these occur where there are two relevant dates under an agreement, which are usually the signing date and the closing date, i.e., when the agreement is signed and later when the transaction is consummated.  The parties make representations that X , Y and Z are true, and they are required to make the representations when the agreement is signed and later when the transaction is consummated. A "bring down" at closing is where the company would makes that same representation again at the closing that it had previously made when signing the agreement. Accordingly, the representation is tested as to accuracy (with remedies for breach) both at the time of contract signing and the later time, the closing of the transactions contemplated in the contract.

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