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This is a short form Certificate of Good Standing that is usually obtained on the closing date in order to confirm to the buyer that the seller is in good standing at the moment of the targets change of control.
What is the meaning of good standing certificate?
As its name implies, a certificate of good standing is a type of business document that shows that youre up to date on all important business marks for example, that you went through claiming a business name thats registered with the state, authorized to perform business, and current with its fees and filings.
What is a bringdown?
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.
What is a bring down statement?
The bring down is a condition to closing in a purchase or merger agreement that requires the representations and warranties that were made at signing to be made again on the closing date.
Is a certificate of good standing the same as a business license?
But a certificate of good standing is not like a business or occupational license, which must be obtained in order to legally conduct business. A company can legally conduct business in a state where it is registered without obtaining a certificate of good standing.
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Related forms
Warranty Deed from Husband and Wife to LLC - Pennsylvania
Bring Down of Disclosures means a review of the Warranties given at Closing by the individuals whose names are set out in the definition of Sellers Knowledge, immediately prior to the Closing Date, to identify any facts or circumstances (which have occurred during, and relate to, the period between the Signing Date
What is a bringdown certificate?
A Bring Down Certificate is a signed certificate certifying the companys representation and warranties are still true as of the date of the certificate. Bring Down Certificates are often used to certify that the representations and warranties made in an agreement are still true at a later closing date.
What is a bring down certificate of good standing?
Definition: In the context of an acquisition, a certificate signed by an Executive Officer of a company stating that all representations and warranties set forth in the relevant agreement are true and valid from the date of signing until the Closing of a deal.
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◦ You will need a certificate of incumbency for the officer(s) who sign the agreement (signed by the Secretary). ◦ Bring-down certificate. ◦ Certificates for
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