Material Adverse Change Definition Clause


Summary

This clause defines the term "material adverse change" also sometimes called "material adverse effect." This clause includes practical guidance and drafting notes. Click here to see recent examples of Material Adverse Change definitions in Market Standards, the searchable database of publicly filed M&A deals from Practical Guidance that enables users to search, compare, and analyze its comprehensive database of transactions using over 150 detailed deal points to filter search results. The term "Material Adverse Change" or "Material Adverse Effect" is often defined in M&A agreements to capture the concept of a change to the entity, business, or assets being sold. MAC definitions are customarily incorporated in acquisition agreements in two sections: the representations and warranties and the closing conditions. Representations and Warranties. In the representations and warranties section, the MAC may be used to qualify certain representations and warranties so that any inaccuracies that...