The certificate confirms representations are true at closing, typically subject to a materiality or MAE qualifier. Inability to deliver it permits the buyer to refuse closing.
The qualifier determines what inaccuracy excuses closing.
Alternative Names:
Bring-Down|Closing Certificate
Why it Matters?
The bring-down standard is a practical MAC substitute, since a buyer seeking to exit will scrutinize whether representations remain accurate rather than pursuing the demanding MAC analysis directly. Whether the standard is absolute accuracy, materiality, or MAE-qualified determines how much deterioration excuses closing. Negotiating that qualifier is therefore as consequential as the MAC definition and receives less attention.
Frequently Confused with
Related terms
Frequently asked questions
Why is the bring-down a MAC substitute?
What determines the threshold?
