A bring-down provision is a contractual clause that ensures all representations and warranties made by a party are accurate at the time the contract is signed and remain true at the closing date. This provision is important in various contracts, such as mergers and acquisitions, as it provides assurance that the information provided by one party is reliable and consistent throughout the transaction process.
Bring-down provisions are commonly used in legal agreements, particularly in business transactions like mergers, acquisitions, and real estate deals. They serve to protect parties by confirming that the facts presented during negotiations remain valid at the time of closing. This is crucial in areas such as:
Users can manage these provisions effectively using legal templates available through US Legal Forms, which are drafted by experienced attorneys.
Here are a couple of examples of abatement:
Example 1: In a merger agreement, Company A represents that its financial statements are accurate. A bring-down provision would ensure that these statements remain true when the merger closes.
Example 2: In a real estate purchase agreement, the seller warrants that the property has no liens. The bring-down provision would confirm this is still the case at the time of closing. (hypothetical example)
Examples of state differences (not exhaustive):
| State | Variation |
|---|---|
| California | Bring-down provisions are commonly required in real estate transactions to confirm property conditions. |
| New York | In corporate transactions, specific language may be mandated to clarify the scope of representations. |
This is not a complete list. State laws vary, and users should consult local rules for specific guidance.
| Term | Definition | Key Differences |
|---|---|---|
| Bring-Down Provision | Clause ensuring representations are true at contract execution and closing. | Focuses on the accuracy of information over time. |
| Representation | A statement of fact made by one party to another. | Does not necessarily confirm ongoing truthfulness. |
| Warranty | A guarantee that certain conditions are met. | May not include a time element like a bring-down provision. |
If you are involved in a contract that includes a bring-down provision, ensure that all representations and warranties are accurate and up-to-date before closing. Consider using US Legal Forms to access templates that can help you draft or review these provisions. If the situation is complex, seeking advice from a legal professional may be beneficial.
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It is a clause in a contract that confirms the accuracy of representations and warranties at the time of closing.