“Bring Down” is a Closing Condition in an M&A or Financing agreement, which requires that the Representations and Warranties made by a party at the signing of such agreement also be made again at the Closing of the applicable transaction, which could be days, weeks or months later depending on the nature of the transaction. The Bring Down typically is accomplished by such party delivering a signed Officer’s Certificate at the Closing of the transaction, which certifies that all or certain of the Representations and Warranties previously made at signing also are true and correct as of the date of the Closing.

The parties typically will negotiate which Representations and Warranties are subject to a Materiality standard or must be true and correct in all respects. Typically and depending on the anticipated length of the pre-closing period, most Representations and Warranties will be subject to a Materiality or Material Adverse Effect standard, whereas certain fundamental Representations and Warranties (e.g., corporate approvals, Capitalization, etc.) will be required to be true in all respects at the signing and at the Closing.