Bring-Down Certificate - Alaska

BRING-DOWN CERTIFICATE — ALASKA

State of Alaska — Corporate Closing Documents

PART I: OVERVIEW AND PURPOSE

1.1 What Is a Bring-Down Certificate?

A bring-down certificate is a closing deliverable in which an authorized officer of a party to a transaction certifies that representations, warranties, and covenants made in the underlying agreement remain true and have been performed as of the closing date. The certificate "brings down" the truth of those statements from the signing date to the closing date.

1.2 Alaska Corporate Law Framework

Alaska corporations are governed by the Alaska Corporations Code, codified at AS 10.06.005 et seq. Key provisions relevant to bring-down certificates include:

• AS 10.06.483 — Officers: tenure, resignation, authority, and duties. Officers have the authority and shall perform duties as provided in the bylaws or as provided by the board of directors.
• AS 10.06.968 — Signature: Provides that a note, mortgage, evidence of indebtedness, contract, or other instrument in writing executed between the corporation and another person, signed by two individuals (one being the chairman, president, or vice-president, and the other being the secretary, assistant secretary, treasurer, or assistant treasurer) is not invalidated by a lack of authority of the signing officers absent actual knowledge of that lack.
• AS 10.06.504 — Standard of care for officers: An officer must perform duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances.

1.3 When Is a Bring-Down Certificate Required?

Bring-down certificates are commonly required in the following Alaska transactions:

☐ Mergers and acquisitions involving Alaska corporations or LLCs
☐ Equity and debt financing closings
☐ Transfers of Alaska business licenses or permits
☐ Transactions involving Alaska natural resource rights or permits
☐ Joint venture formations
☐ Any transaction where the purchase or credit agreement requires an officer's certificate as a closing condition

1.4 Legal Effect

• Condition to Closing. Satisfies a condition precedent to the other party's obligation to close.
• Post-Closing Indemnification. Supports indemnification claims if certified statements prove false.
• Reliance Basis. Provides documented reliance for the receiving party.
• Officer Liability. Under AS 10.06.504, an officer who signs a knowingly false certificate may face personal liability for breach of fiduciary duty.

PART II: OFFICER'S CERTIFICATE

[DRAFTER'S NOTE: Select the applicable bring-down standard from the underlying agreement. See Part VI for detailed guidance on qualification standards.]

OFFICER'S CERTIFICATE

Pursuant to Section [____] of the [____] Agreement

STATE OF ALASKA

This Officer's Certificate (this "Certificate") is delivered pursuant to Section [________________________________] of that certain [Stock Purchase Agreement / Asset Purchase Agreement / Agreement and Plan of Merger / Credit Agreement] dated as of [__/__/____] (the "Agreement"), by and among:

Buyer/Lender: [________________________________] ("Buyer")

Seller/Borrower: [________________________________], an Alaska [corporation / limited liability company] (the "Company")

Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.

The undersigned, [________________________________], the duly elected and acting [Title] of the Company, hereby certifies, on behalf of the Company and not in any individual capacity, as follows:

Section 1. Organization and Good Standing

The Company is a [corporation duly organized / limited liability company duly formed] and validly existing under the laws of the State of Alaska. The Company is in compliance with all filing and reporting requirements of the Alaska Department of Commerce, Community, and Economic Development, Division of Corporations, Business and Professional Licensing. The Company has not been dissolved, revoked, or suspended by the State of Alaska.

Section 2. Representations and Warranties

[SELECT ONE:]

Option A — Full Bring-Down:

Each of the representations and warranties of the Company contained in Article [____] of the Agreement is true and correct in all respects as of the date hereof with the same force and effect as though such representations and warranties had been made on and as of the date hereof, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty was true and correct in all respects as of such earlier date.

Option B — Materiality-Qualified Bring-Down:

Each of the representations and warranties of the Company contained in Article [____] of the Agreement is true and correct in all material respects as of the date hereof with the same force and effect as though such representations and warranties had been made on and as of the date hereof, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty was true and correct in all material respects as of such earlier date.

Option C — MAE-Qualified Bring-Down:

Each of the representations and warranties of the Company contained in Article [____] of the Agreement (disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect) is true and correct as of the date hereof, except (i) to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty was true and correct as of such earlier date, and (ii) where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 3. Performance of Covenants

The Company has performed and complied in all material respects with all covenants and agreements required by the Agreement to be performed or complied with by the Company on or before the Closing Date.

Section 4. No Material Adverse Change

Since the date of the Agreement, no event, change, occurrence, circumstance, or condition has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect.

Section 5. No Legal Impediment

No temporary restraining order, preliminary or permanent injunction, or other order issued by any court of competent jurisdiction (including the Alaska Superior Court or the United States District Court for the District of Alaska), and no statute, rule, regulation, or executive order promulgated or enacted by any governmental authority, is in effect that prevents or prohibits the consummation of the transactions contemplated by the Agreement.

Section 6. No Proceedings

No action, suit, investigation, or proceeding is pending or, to the knowledge of the Company, threatened before any governmental authority (including the Alaska Department of Commerce, Community, and Economic Development) that seeks to restrain, enjoin, or otherwise prevent the consummation of the transactions contemplated by the Agreement.

Section 7. Exceptions to Certifications

☐ No exceptions to the foregoing certifications exist.

☐ The following exceptions are set forth on Schedule A attached hereto:

[________________________________]

Section 8. Officer Authority

The undersigned is a duly elected and acting officer of the Company and has been duly authorized by the [Board of Directors / Members / Managers] of the Company to execute and deliver this Certificate on behalf of the Company pursuant to AS 10.06.483.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate as of [__/__/____].

[________________________________]
(Name of Company)

By: ____________________________________
Name: [________________________________]
Title: [________________________________]

PART III: SECRETARY'S CERTIFICATE

SECRETARY'S CERTIFICATE

The undersigned, [________________________________], the duly elected and acting Secretary (or Assistant Secretary) of [________________________________] (the "Company"), an Alaska [corporation / limited liability company], hereby certifies, on behalf of the Company and not in any individual capacity, as follows:

Section 1. Incumbency

The following persons are the duly elected or appointed officers of the Company holding the offices set forth opposite their names below, and the signatures set forth opposite their names below are their genuine signatures:

Section 2. Organizational Documents

(a) Attached hereto as Exhibit A is a true, correct, and complete copy of the [Articles of Incorporation / Articles of Organization] of the Company as filed with the Alaska Department of Commerce, Community, and Economic Development, Division of Corporations, Business and Professional Licensing, as currently in effect, including all amendments thereto.

(b) Attached hereto as Exhibit B is a true, correct, and complete copy of the [Bylaws / Operating Agreement] of the Company, as currently in effect, including all amendments thereto.

Section 3. Resolutions

Attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions duly adopted by the [Board of Directors / Members / Managers] of the Company authorizing the execution, delivery, and performance of the Agreement and the consummation of the transactions contemplated thereby. Such resolutions have not been amended, modified, supplemented, revoked, or rescinded and remain in full force and effect as of the date hereof.

Section 4. Certificate of Compliance (Good Standing)

Attached hereto as Exhibit D is a Certificate of Compliance (the Alaska equivalent of a certificate of good standing) issued by the Alaska Department of Commerce, Community, and Economic Development, Division of Corporations, Business and Professional Licensing, dated not earlier than [____] days before the Closing Date, confirming that the Company is in compliance with Alaska filing requirements.

Section 5. Foreign Qualification

The Company is qualified to do business as a foreign [corporation / limited liability company] in good standing in the following jurisdictions:

Section 6. No Dissolution

No proceedings for the dissolution, winding up, liquidation, or reorganization of the Company have been commenced or are contemplated. No assignment for the benefit of creditors has been made.

Section 7. Secretary's Authority

The undersigned is the duly elected and acting Secretary of the Company and has been duly authorized to execute and deliver this Certificate.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate as of [__/__/____].

By: ____________________________________
Name: [________________________________]
Title: Secretary

[COUNTER-CERTIFICATION:]

I, [________________________________], [Title] of the Company, hereby confirm that [________________________________] is the duly elected and acting Secretary of the Company and that the signature above is his/her genuine signature.

By: ____________________________________
Name: [________________________________]
Title: [________________________________]

PART IV: GOOD STANDING CERTIFICATE PROCEDURES — ALASKA

4.1 Terminology

In Alaska, a good standing certificate is officially called a "Certificate of Compliance." This certificate confirms that the entity is in compliance with Alaska state filing requirements at the time of issuance.

4.2 Issuing Authority

Alaska Department of Commerce, Community, and Economic Development
Division of Corporations, Business and Professional Licensing
P.O. Box 110806
Juneau, AK 99811-0806
Phone: (907) 465-2550
Website: https://www.commerce.alaska.gov/web/cbpl/corporations

4.3 How to Obtain a Certificate of Compliance

Online Ordering:
☐ Visit the Alaska DCCED Corporations online filing portal at https://www.commerce.alaska.gov/web/cbpl/Corporations
☐ Navigate to the Certificate of Compliance section
☐ Enter entity name or entity number
☐ Pay the applicable fee
☐ Certificate is available immediately online to print after payment

Mail/Fax Ordering:
☐ Submit written request to the Division of Corporations at the address above
☐ Include entity name and entity number
☐ Include payment of the applicable fee
☐ Processing time: 10 to 15 business days

4.4 Fees

4.5 Processing Times

4.6 What the Certificate Confirms

The Alaska Certificate of Compliance confirms that, at the time of issuance:

☐ The entity is organized or registered under Alaska law
☐ The entity has filed all required biennial reports
☐ The entity has paid all required filing fees
☐ The entity has not been administratively dissolved or revoked

4.7 Practice Tips for Alaska

• Biennial Reports: Alaska corporations must file biennial reports with the Division of Corporations. Ensure the Company's biennial report is current before requesting a Certificate of Compliance.
• Alaska Business License: Verify that the Company's Alaska business license (required under AS 43.70) is current, as some transactions may require evidence of business license compliance separately from the Certificate of Compliance.
• Registered Agent: Confirm the Company's registered agent information is current with the Division of Corporations under AS 10.06.175.

PART V: COMPLIANCE CERTIFICATE — ALASKA

COMPLIANCE CERTIFICATE

The undersigned, [________________________________], the duly elected and acting [Title] of [________________________________] (the "Company"), an Alaska [corporation / limited liability company], hereby certifies, on behalf of the Company and not in any individual capacity, as follows:

Section 1. Alaska Tax Compliance

☐ The Company has timely filed all Alaska tax returns and reports required to be filed, including corporate income tax returns under AS 43.20 (as applicable).

☐ The Company has paid all Alaska taxes due and payable, except for taxes being contested in good faith for which adequate reserves have been established.

☐ There are no outstanding Alaska state tax liens against the Company or its assets.

☐ The Company's Alaska business license under AS 43.70 is current and in good standing.

☐ No audit, examination, or investigation by the Alaska Department of Revenue is pending or, to the knowledge of the Company, threatened.

Section 2. Federal Tax Compliance

☐ The Company has timely filed all federal tax returns and reports required to be filed.

☐ The Company has paid all federal taxes due and payable, except for taxes being contested in good faith for which adequate reserves have been established.

☐ There are no outstanding federal tax liens against the Company or its assets.

Section 3. Regulatory Compliance

☐ The Company holds all material licenses, permits, and authorizations necessary for the lawful conduct of its business in Alaska.

☐ All such licenses, permits, and authorizations are valid, in full force and effect, and not subject to any pending revocation, suspension, or modification.

☐ The Company is in compliance in all material respects with all applicable Alaska statutes, regulations, and orders.

Section 4. Employment Compliance

☐ The Company is in compliance in all material respects with Alaska labor and employment laws, including the Alaska Wage and Hour Act (AS 23.10) and Alaska workers' compensation requirements (AS 23.30).

Section 5. Environmental Compliance

☐ The Company is in compliance in all material respects with all applicable Alaska and federal environmental laws, including the Alaska Environmental Conservation statutes (AS 46).

☐ There are no pending or, to the knowledge of the Company, threatened environmental claims with respect to the Company or its properties in Alaska.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate as of [__/__/____].

[________________________________]
(Name of Company)

By: ____________________________________
Name: [________________________________]
Title: [________________________________]

PART VI: BRING-DOWN QUALIFICATION STANDARDS

6.1 The Three Common Standards

Standard A: "True and Correct in All Respects"

• Buyer-favorable. Even minor inaccuracies cause the condition to fail.
• Typically used only for fundamental representations (organization, authority, capitalization).

Standard B: "True and Correct in All Material Respects"

• Balanced. The most common standard for general representations.
• Immaterial inaccuracies do not prevent closing.

Standard C: "MAE-Qualified"

• Seller-favorable. Only inaccuracies rising to a Material Adverse Effect level prevent closing.
• Very high threshold; courts rarely find MAE has occurred.

6.2 Double-Materiality Scrub

When representations already contain materiality qualifiers, consider whether the bring-down provision should:

☐ Read through materiality qualifiers (more buyer-favorable)
☐ Preserve materiality qualifiers (more seller-favorable)

6.3 Common MAE Carve-Outs

☐ Changes in general economic or political conditions
☐ Changes affecting the Company's industry generally
☐ Changes in applicable law or GAAP
☐ Changes resulting from announcement or pendency of the transactions
☐ Changes resulting from actions taken at Buyer's request or with Buyer's consent
☐ Acts of war, terrorism, natural disasters, or pandemics
☐ Changes in the trading price or volume of the Company's securities
☐ Failure to meet projections or forecasts

6.4 Tiered Bring-Down Structure

PART VII: PRACTICE NOTES — ALASKA-SPECIFIC

7.1 Alaska-Specific Considerations

• Alaska Corporations Code vs. MBCA. Alaska's corporate statute (AS 10.06) is not based on the Model Business Corporation Act. It has its own unique provisions, particularly regarding officer authority (AS 10.06.483) and signature requirements (AS 10.06.968). Practitioners familiar with MBCA-based states should review Alaska-specific provisions carefully.
• Two-Signature Rule. Under AS 10.06.968, a contract signed by two officers (one from the president/VP group and one from the secretary/treasurer group) is not invalidated by a lack of authority absent actual knowledge. This is a distinctive feature of Alaska corporate law.
• Alaska Native Corporations (ANCAs). Transactions involving Alaska Native Corporations formed under the Alaska Native Claims Settlement Act (43 U.S.C. 1601 et seq.) may have additional requirements and restrictions. Consult specialized ANCSA counsel.
• Resource and Permitting Issues. Alaska transactions frequently involve natural resource rights, mining claims, fishing permits, and oil and gas leases. Ensure compliance certificates address any Alaska-specific resource-related permits and approvals.

7.2 Timing Considerations

• Certificate of Compliance Lead Time. Online orders are available immediately. If ordering by mail, allow 10 to 15 business days.
• Biennial Report Timing. Verify the Company's biennial report is current before ordering the Certificate of Compliance.
• Pre-Closing Review. Begin preparation at least 5 to 10 business days before the anticipated closing date.

7.3 Bring-Down Certificate Preparation Checklist — Alaska

☐ Obtain fully executed Agreement and all amendments
☐ Identify the applicable bring-down standard
☐ Review all representations against current facts
☐ Prepare updated disclosure schedules if needed
☐ Confirm officer authorization via board resolutions
☐ Prepare secretary's certificate with incumbency, resolutions, articles, and bylaws
☐ Order Certificate of Compliance from DCCED (online for immediate availability)
☐ Verify Alaska business license (AS 43.70) is current
☐ Verify biennial reports are filed and current
☐ Obtain tax clearance or confirmation from the Alaska Department of Revenue if required
☐ Obtain foreign qualification good standing certificates for other states where qualified
☐ Circulate drafts to opposing counsel
☐ Obtain final approval from certifying officer
☐ Execute and deliver at closing

SOURCES AND REFERENCES

• Alaska Statutes, Title 10 — Corporations and Associations (AS 10.06.005 et seq.)
• AS 10.06.483 — Officers: tenure, resignation, authority, and duties
• AS 10.06.504 — Standard of care for officers
• AS 10.06.968 — Signature requirements
• Alaska Department of Commerce, Community, and Economic Development — Division of Corporations, Business and Professional Licensing: https://www.commerce.alaska.gov/web/cbpl/corporations
• Certificate of Compliance Information: https://www.commerce.alaska.gov/web/cbpl/corporations/certificateofcompliance.aspx
• Corp Forms and Fees: https://www.commerce.alaska.gov/web/cbpl/corporations/corpformsfees.aspx

This template is provided by ezel.ai for informational purposes only and does not constitute legal advice. Consult a qualified attorney licensed in Alaska before using this template.