Officer Closing Certificate
For Informational Purposes Only
M&A officer certification form for representation bring-down, covenant performance verification, absence of Material Adverse Effect confirmation, and closing-condition compliance in connection with negotiated acquisition transactions. Form ID FMA-008 · Version 1.0.0
Matter Completion Sheet — Not Part of the Certificate
Complete every row before releasing an execution copy. Enter the selected term, exact agreement reference, date, signatory, evidence, or approval in the final column. Never leave a row blank. If an item does not apply, enter “N/A” and the reason. Do not let this certificate silently create a broader representation, covenant, survival period, or personal obligation than the acquisition agreement.
A. Transaction and certificate architecture
| Status | Required completion | Matter-specific input, owner, or approval |
|---|---|---|
| ☐ | Confirm the acquisition agreement’s exact title, date, parties, amendment history, defined-term convention, transaction structure, scheduled Closing, and certificate-delivery section. | [COMPLETE] |
| ☐ | Select the certifying party: target/company, seller, parent/buyer, merger subsidiary, or another entity; identify whether one combined certificate or separate representation, covenant, MAE, and deliverables certificates are required. | [COMPLETE] |
| ☐ | Copy the Closing-condition standards exactly: specified representations, dates tested, materiality standard, capitalization exception, covenant standard, MAE formulation, and any knowledge or notice qualifier. | [COMPLETE] |
| ☐ | Confirm whether the agreement requires an individual officer, title, secretary certification, incumbency proof, board authorization, good-standing evidence, bring-down schedules, or a separate funds or solvency certificate. | [COMPLETE] |
B. Factual verification and exceptions
| Status | Required completion | Matter-specific input, owner, or approval |
|---|---|---|
| ☐ | Build a representation bring-down matrix by section, responsible business owner, diligence source, applicable schedule update, signing truth, Closing truth, and selected qualification. | [ATTACH / COMPLETE] |
| ☐ | Build a covenant-compliance matrix showing each pre-Closing covenant, responsible owner, required consent or notice, evidence of performance, open item, cure, and legal conclusion owner. | [ATTACH / COMPLETE] |
| ☐ | Review the MAE and specified-event condition against post-signing developments; document exclusions, disproportionate effects, known disputes, customer or employee changes, incidents, litigation, and financial performance. | [COMPLETE] |
| ☐ | Identify any exception, ambiguity, delayed item, waived condition, deemed satisfaction, disclosed update, or buyer-caused failure; resolve it in a written waiver, amendment, or Closing memorandum rather than concealing it in the certificate. | [COMPLETE] |
C. Signatory, knowledge, and capacity
| Status | Required completion | Matter-specific input, owner, or approval |
|---|---|---|
| ☐ | Confirm the officer’s current office, authority, availability, incumbency evidence, signature mechanics, and whether the officer is permitted to rely on certifications from functional leaders and transaction counsel. | [COMPLETE] |
| ☐ | Provide the officer with the final agreement, Disclosure Schedules, amendments, waivers, covenant matrix, bring-down matrix, funds flow, Closing checklist, and a clean statement of unresolved matters. | [COMPLETE] |
| ☐ | Confirm the officer signs solely in an official capacity, without personal representation, guaranty, fiduciary undertaking to the recipient, or individual liability, subject to nonwaivable law. | [COMPLETE] |
| ☐ | Confirm no certification is phrased as personal knowledge unless the acquisition agreement expressly requires it; if knowledge is required, identify whose knowledge and what inquiry was completed. | [COMPLETE] |
D. Coordination and release
| Status | Required completion | Matter-specific input, owner, or approval |
|---|---|---|
| ☐ | Conform the certificate to the secretary/incumbency certificate, resolutions, good-standing certificates, merger or conversion filing, payoff evidence, lien releases, third-party consents, and other Closing documents. | [COMPLETE] |
| ☐ | Confirm every annex is final, dated, correctly labeled, and included; remove unused alternatives and drafting notes; run defined-term, party-name, date, signature, and cross-reference checks. | [COMPLETE] |
| ☐ | Transaction counsel approved any reliance statement, survival language, third-party-beneficiary treatment, legal conclusion, or certification concerning another Person. | [LAWYER / DATE] |
| ☐ | Certificate released only under the written Closing instruction after conditions and waivers were confirmed; final signed copy and supporting matrix preserved in the Closing record. | [RELEASED BY / DATE / VERSION] |
OFFICER CLOSING CERTIFICATE
This Officer Closing Certificate (this “Certificate”) is delivered as of [CLOSING DATE] under Section [CLOSING CERTIFICATE SECTION] of the [AGREEMENT TITLE], dated [AGREEMENT DATE], by and among [PARTIES], as amended by [AMENDMENTS, OR “none”] (the “Acquisition Agreement”). Capitalized terms not defined in this Certificate have the meanings given in the Acquisition Agreement.
The undersigned certifies solely in the undersigned’s capacity as [TITLE] of [CERTIFYING ENTITY] (the “Company”) and not individually, based on the process and limitations stated below, as follows:
1. Representations and Warranties
1.1 Conformed Closing-condition certification
[SELECT AND CONFORM EXACTLY TO THE ACQUISITION AGREEMENT:]
Alternative A — tiered bring-down. The representations and warranties of the Company in Sections [FUNDAMENTAL SECTIONS] of the Acquisition Agreement are true and correct in all respects [except de minimis inaccuracies in capitalization], and the other representations and warranties of the Company in Article [__] are true and correct, without giving effect to materiality or Material Adverse Effect qualifications within those representations, except where the failure to be true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, in each case as of [SIGNING DATE] and as of the date of this Certificate as though made on this date, except representations expressly made as of another date, which are tested only as of that date.
Alternative B — materiality bring-down. The representations and warranties of the Company in Article [__] of the Acquisition Agreement are true and correct in all material respects as of [SIGNING DATE] and as of the date of this Certificate as though made on this date, except representations expressly made as of another date, which are tested only as of that date.
Alternative C — literal incorporation. The condition stated in Section [__] of the Acquisition Agreement concerning the Company’s representations and warranties has been satisfied.
1.2 No unintended expansion
The certification in Section 1.1 uses the test, dates, qualifications, and representation set stated in the Acquisition Agreement. It does not restate a representation on a new date, remove a negotiated qualifier, certify information beyond that representation set, or create a representation independent of the Acquisition Agreement. If the literal-incorporation alternative is selected, attach the exact condition as Annex A for record clarity.
2. Performance of Covenants
[SELECT AND CONFORM EXACTLY:]
The Company has performed and complied [in all material respects / in all respects] with the covenants and obligations the Acquisition Agreement requires it to perform or comply with at or before Closing.
For clarity, this certification addresses the standard in Section [__] of the Acquisition Agreement. It does not certify performance by a securityholder, founder, affiliate, counterparty, or governmental authority unless the Acquisition Agreement expressly attributes that Person’s performance to the Company. Any condition satisfied by waiver, deemed satisfaction, buyer action, or post-Closing undertaking is identified in Annex B and is not certified as historical performance.
3. Material Adverse Effect or Specified Event
[INCLUDE ONLY IF EXPRESSLY REQUIRED:]
Since [REFERENCE DATE], no [Material Adverse Effect / Company Material Adverse Effect] has occurred that is continuing as of the date of this Certificate.
This statement incorporates the complete defined term and exclusions in the Acquisition Agreement. It is not a free-standing certification that no adverse event, missed projection, operational issue, customer change, personnel departure, cybersecurity matter, litigation development, or economic change occurred. The analysis supporting this certification is recorded in the Closing-condition memorandum, not incorporated into this Certificate unless Annex C expressly states otherwise.
4. Specified Deliverables or Events
[INCLUDE ONLY ITEMS THE ACQUISITION AGREEMENT EXPRESSLY REQUIRES THIS OFFICER TO CERTIFY:]
4.1 Consideration schedule and capitalization
The Consideration Schedule attached as Annex [__] was prepared from the Company’s books, records, governing documents, equity instruments, and the assumptions stated in that schedule and, to the Company’s Knowledge [OR OTHER AGREED STANDARD], correctly states the information the Acquisition Agreement requires the Company to provide as of [MEASUREMENT TIME]. Parent’s rights and the Company’s obligations concerning correction, reliance, withholding, allocation, and manifest error remain governed exclusively by the Acquisition Agreement.
4.2 Estimated Closing Statement
The Estimated Closing Statement attached as Annex [__] was prepared in good faith under the definitions, accounting hierarchy, line-item rules, and sample calculation in the Acquisition Agreement. This certification does not make the estimate final or limit the post-Closing adjustment procedure.
4.3 Data-room archive
The index attached as Annex [__] identifies the electronic data-room folders and files made available as of [TIME AND DATE], together with the agreed archive location or media. This certification establishes the archive record only; it does not independently represent the accuracy, completeness, privilege status, or legal sufficiency of every indexed file.
4.4 Other specified matter
[DESCRIBE THE EXACT CERTIFICATION, SOURCE, STANDARD, DATE, AND AGREEMENT SECTION. DO NOT ADD A GENERAL “ALL CONDITIONS SATISFIED” STATEMENT UNLESS THE AGREEMENT REQUIRES IT.]
5. Reliance, Capacity, and Effect
5.1 Permitted reliance
This Certificate is delivered solely to the parties to the Acquisition Agreement for the limited purpose of satisfying Section [__]. [ESCROW AGENT / FINANCING SOURCE / RWI INSURER] may rely on it only if and to the extent the Acquisition Agreement or a written reliance letter expressly provides. No other Person may rely on this Certificate.
5.2 Official capacity; no personal liability
The undersigned signs only as an officer of the Company. The undersigned does not make an individual representation, assume personal liability, guarantee Closing, or undertake a duty to investigate beyond the Company’s agreed certification process. Nothing limits liability that cannot lawfully be limited or liability for the undersigned’s own actual fraud, if established under applicable law.
5.3 Agreement controls
The Acquisition Agreement controls the meaning, survival, remedies, limitations, knowledge, materiality, Fraud, exclusive-remedy, waiver, and dispute provisions applicable to this Certificate. This Certificate does not modify the Acquisition Agreement. If there is a conflict, the Acquisition Agreement controls.
5.4 Effective time and revocation before release
This Certificate becomes effective only when released under the parties’ written Closing instruction and the Closing occurs. The Company may revoke or replace it before release if information changes or an error is identified. A counterpart held in escrow is not delivered merely because signed.
Signature Page
IN WITNESS WHEREOF, the undersigned has executed this Officer Closing Certificate solely in the capacity stated below as of the date first written above.
By: ______________________________
Name: [OFFICER NAME]
Title: [OFFICER TITLE]
| [CERTIFYING ENTITY] |
Annexes
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Annex A — Exact Closing Condition or Bring-Down Provision [optional but recommended]
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Annex B — Waived, Deemed-Satisfied, Buyer-Caused, or Post-Closing Items [if any]
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Annex C — Material Adverse Effect Condition Reference [if used]
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Annex D — Final Representation Bring-Down Matrix [internal record or attached only if required]
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Annex E — Final Covenant-Compliance Matrix [internal record or attached only if required]
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Annex F — Certified Consideration Schedule [if required]
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Annex G — Estimated Closing Statement [if required]
-
Annex H — Final Data-Room Index and Archive Record [if required]
Website Posting README — Not Part of the Certificate
Purpose. This certificate supplies the precise officer certification required at an M&A Closing while preventing the certificate from expanding negotiated representations, covenants, survival, reliance, or personal liability.
Use when. Use when a merger, stock purchase, asset purchase, or similar acquisition requires an officer of a party to certify representation bring-down, covenant performance, absence of an MAE, or a specifically identified Closing deliverable.
Do not use when. Do not use as a generic assurance that every condition has been satisfied, as a substitute for legal conclusions by transaction counsel, or as a certificate by a secretary concerning resolutions, governing documents, incumbency, or signatures. Do not let the form override the acquisition agreement.
Founder-critical decisions. Confirm the exact bring-down standard, dates, specified representations, materiality treatment, MAE definition, covenant standard, schedule updates, exceptions and waivers, signatory capacity, permitted reliance, and relationship to indemnity or RWI.
Customization checklist. Compare every sentence to the signed acquisition agreement; delete unused alternatives; attach only required annexes; complete the bring-down and covenant matrices; resolve exceptions by amendment or waiver; confirm officer authority and non-individual capacity; coordinate the release instruction; remove the Matter Completion Sheet, banner, brackets, drafting notes, unused annexes, and this README before execution.
Public-use disclaimer. This practitioner master is for educational and drafting-reference purposes. It is not legal or Tax advice, does not create an attorney-client relationship, and requires review by transaction counsel for the governing agreement and applicable law.
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This template is provided by Montague Law for informational and educational purposes only and does not constitute legal advice. Consult a qualified attorney licensed in your jurisdiction before using any legal document.