1. Why Do You Need an Officer’s Certificate?

At an M&A closing, each party often must confirm that all the statements (representations and warranties) made in the purchase agreement still hold true, and that it fulfilled any tasks the agreement required (covenants). The officer’s certificate:

• Brings down reps and warranties: The certificate affirms those statements haven’t changed since signing.
• Shows compliance: Confirms that any prerequisites or conditions have been satisfied.
• Protects both sides: Gives the other party comfort that nothing major has shifted, minimizing last-minute surprises.

2. Key Features and Structure

Here’s what’s typically covered:

• Reps & warranties check: Confirms all statements remain accurate. Some deals require that they’re correct in “all material respects” or “without a material adverse effect (MAE).”
• Conditions & covenants: States that the company has complied with its obligations (such as consents, waiting periods, or no significant breaches).
• Signature by an authorized officer: Usually by the CEO, CFO, or other senior executive with direct knowledge.

Sometimes the officer’s certificate only requires sign-off from one officer. Other times, you may need multiple signatories, especially if the agreement says certain matters need different coverage or if the corporate governance rules require it. As always, cross-check with the relevant closing conditions in your purchase or merger agreement to ensure the certificate’s statements align with them.

3. Embedded Officer’s Certificate Template

Below is a flexible template. Replace bracketed text to match your specifics, and remove any references or paragraphs you don’t need. Always confirm the language exactly tracks the final M&A agreement’s requirement for bringing down reps, warranties, and covenants.

OFFICER'S CERTIFICATE

I, [OFFICER'S NAME], [TITLE] of [COMPANY NAME], a [STATE OF INCORPORATION OR FORMATION] 
[TYPE OF ENTITY] (the "Company"), hereby certify in my capacity as an officer of the Company 
and not in my personal capacity, pursuant to Section [NUMBER] of the [NAME OF TRANSACTION 
AGREEMENT], dated as of [DATE] (the "Agreement"), between the Company and [NAME OF OTHER 
PARTY], as follows:

1. Representations and Warranties. Other than the representations and warranties of the 
   Company contained in Sections [X, Y, Z], the representations and warranties of the Company 
   in the Agreement [and the other Transaction Documents] and any certificate or other writing 
   delivered in connection with the Agreement are true and correct in all respects (without 
   giving effect to any limitation indicated by the words "Material Adverse Effect," 
   "in all material respects," "in any material respect," "material," or "materially") on and 
   as of the date hereof (except those representations and warranties that address matters 
   only as of a specified date, the accuracy of which shall be determined as of that specified 
   date in all respects), except where any failures would not reasonably be expected to have, 
   individually or in the aggregate, a Material Adverse Effect on the Company. 

   The representations and warranties contained in Sections [X, Y, Z] are true and correct in 
   all respects [(except for de minimis inaccuracies)] on and as of the date hereof (except 
   those representations and warranties that address matters only as of a specified date, 
   which remain correct as of that date).

2. Covenants and Conditions. The Company has duly performed and complied in all material 
   respects with all agreements, covenants, and conditions required by the Agreement [and 
   each of the other Transaction Documents] to be performed or complied with by it prior to 
   or on the date hereof. [If the Agreement imposes a stricter standard for particular 
   covenants, adapt as needed.]

Capitalized terms used but not defined herein have the meanings assigned to them in the 
Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate on behalf of 
the Company as of this [DAY] day of [MONTH], [YEAR].

[COMPANY NAME]

By: _________________________________
Name: [OFFICER NAME]
Title: [OFFICER TITLE]

Note: Some deals require including disclaimers or references to specialized definitions of “material,” “in all material respects,” or “material adverse effect” from the transaction agreement. Confirm your officer’s certificate matches those definitions precisely.