Bring-Down of Representations
When a party has to confirm its representations are still true at closing or at each draw, and why an impossible bring-down can block a deal.
- Whether reps must be true again at closing or at each draw
- Whether any bring-down rep depends on a fixed schedule that cannot change
- Whether ordinary business activity could make a bring-down impossible
- Whether changes permitted elsewhere are carved out of the bring-down
If this clause already feels aggressive in isolation, upload the full contract and see how it combines with payment terms, liabilities, and exit rights.
Analyze My ContractWhat this clause actually does
A bring-down requires a party to confirm that its representations are true again on a later date, not just at signing. In a signing-then-closing deal the seller brings down its reps at closing. In a revolving credit facility the borrower brings down its reps as a condition to each new borrowing.
Why people get burned by this clause
A bring-down tied to facts that can change can quietly become impossible to satisfy, and a rep that cannot be brought down can block a closing or a future loan draw even when nothing is actually wrong.
What should make you slow down
- A bring-down tied to a schedule that cannot be updated
- A rep that becomes impossible once normal business activity occurs, such as creating new subsidiaries
- Bring-down required at a future transfer date with no mechanism to reflect changed facts
- No carveout for changes a related covenant already permits
Where you usually see it
- Acquisition agreements
- Revolving credit agreements
- Any signing-then-closing transaction
- Delayed-transfer deals
What the platform checks in the live contract
- Whether reps must be true again at closing or at each draw
- Whether any bring-down rep depends on a fixed schedule that cannot change
- Whether ordinary business activity could make a bring-down impossible
- Whether changes permitted elsewhere are carved out of the bring-down
What to test against your deal
- The rep is tied to facts on a specific stated date
- Schedules can be updated, with or without counterparty consent
- Changes permitted by a related covenant are carved out of the bring-down
- The bring-down standard is realistic given how the business actually operates
Definitions worth opening next
Clause pages that share the risk pattern
Articles that go deeper
Common questions about this clause
It means the party confirms the representation is still true on a later date, most often at closing. Reps are a snapshot of facts at a point in time, so a bring-down creates a fresh snapshot when a significant event like a closing occurs.
If a rep is tied to a fixed schedule, like a list of all subsidiaries, and the facts change after signing, the party may not be able to truthfully repeat the rep. In a revolving loan this can block additional borrowings until the issue is fixed.
A bring-down is how a contract makes reps true again at closing or each draw. Watch for bring-downs tied to facts that normal business activity can change, because an impossible bring-down can stall a deal even when nothing is wrong. The fix is to tie reps to a dated snapshot or allow the schedule to update.
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