Bring-down certificate

Definition

A signature at closing saying the promises are still true that day.

Why It Matters

The seller made representations when the agreement was signed, and weeks pass before any money moves. This is the document saying they are still accurate at close, not only on the day they were written, and it is what makes a change inside that window somebody's problem rather than nobody's. It is also where a quiet loss surfaces: a customer who left in the gap has to be disclosed here, which is why this and the closing-conditions list are read together.

In numbers: A customer worth 8% of revenue leaving between signing and closing is disclosed here, and it is what a walk-away right is written against.