A condition to closing in a merger or acquisition agreement, a securities underwriting or purchase agreement, or in a commercial real estate purchase and sale agreement (or a condition to funding in a loan or other financing agreement). A bring down is a provision requiring the representations and warranties that were made at signing to be made again on the closing date (or at another specified date). If a representation and warranty includes a materiality qualifier, it typically must be true at closing in all respects. For example, if a party makes a representation and warranty at signing that there are no material environmental liabilities, it must also be true that there are no material environmental liabilities on the closing date. If a representation and warranty does not contain a materiality qualifier, the bring down itself is often qualified by materiality or a material adverse change. For example, if a party makes a representation and warranty at signing that there are no environmental liabilities, the bring down may provide that the representation only needs to be true in all material respects or that a failure to be true would not result in a material adverse change. Representations and warranties that are only made as of a specified date are typically excluded from the bring down.

A bring down condition is generally satisfied by the delivery of a 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 are true and correct as of the date of the certificate, subject to any qualifications set out in the agreement. The bring down certificate is typically delivered at the closing of a transaction. In financing transactions, this certificate may be delivered at the time funding is required.

For a discussion on drafting the bring down condition, see Legal Update, Drafting the Bring-down Closing Condition, and in the context of a securities offering, see Standard Document, Underwriting Agreement: Initial Public Offering of Common Stock (US Issuer): Bring-Down of the Issuer's Representations and Warranties.