A strict contractual approach. There is no stand-alone definition of a MAC – it is simply the definition that the parties contain in the agreement. In general, the courts have narrowly interpreted THE MAAs on the basis of the specific terms of the agreement and have not “read” concepts that the parties have not expressly provided. The 2018 Akorn decision is the first in which a Delaware state court found that a company had experienced a MAC that allowed a Duner to terminate a merger agreement (Akorn v. Fresenius (Del. 2018)). We find that very few mac litigation has been adjudicated until judgment; and that serious cases of use of a MAC have generally resulted in a renegotiation of the terms or a transaction. Buyer: Buyers should be very careful when allowing sellers to introduce MAE/MAC qualifications into insurance and warranties, as they create great barriers to proof of an infringement. With them, a seller can easily and effectively save the buyer much of the risk of unknown pre-closing debts. However, buyers are not resigned to simply accepting this risk. While conditions often favor sellers, carefully establishing the definition of an agreement for a “significant negative effect” can give the buyer a better chance of releasing the appearance of an EAF/MAC. For example, at the beginning of this article, the definition is favorable to buyers because of their prescient language, broad categories, and a few exceptions. As stated above, the MED definition presented at the beginning is extremely buyer-friendly.
First, a MAC is generally defined as an event, development or condition that has had or reasonably would have had a negative impact on the business, financial condition or results of operations of the business and its subsidiaries as a whole. . . .