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Closing Certificate
Practical Law Glossary Item 3-382-3338 (Approx. 3 pages)
Glossary
Closing Certificate
Also known as an officer's certificate. For a transaction where the operative agreement (such as a merger agreement or purchase agreement) is signed before the closing, a certificate signed by an officer of a company (or for an LLC without officers, a manager or managing member) and delivered at the closing. In many financing transactions, the operative agreement (such as the loan agreement or indenture) and the closing certificate are both dated the closing date. However, the closing certificate is important as it includes representations and assurances that the requirements for closing have been satisfied.
The closing certificate typically certifies to the following:
- All of the representations and warranties set out in the agreement are true and correct as of the date of the certificate.
- All covenants and agreements contained in the agreement have been duly performed. (This is not common in financing transactions because the agreement is not typically signed in advance of closing.)
- All conditions precedent set out in the agreement have been satisfied.
In some cases, closing certificates may include additional statements, such as there not being an event of default or a material adverse change in the business, operations or financial condition of the party on whose behalf the certificate is delivered.
For examples of closing certificates in M&A, banking and capital markets transactions, see Standard Documents: