Extract to table

Under the "bring-down" mechanics, representations and warranties that are qualified by Material Adverse Effect must be true and correct in all respects (without giving further effect to the MAE qualifier) as of the Closing Date, while representations and warranties that are not so qualified must be true and correct in all material respects

Exclusions (Carve-Outs) from the MAE Definition The most heavily negotiated component of any MAE definition is the set of exclusions — commonly referred to as "carve-outs" — that enumerate categories of changes, events, or conditions that shall not constitute, and shall not be taken into account in determining whether, a Material Adverse Effect has occurred

Consider language such as: "it being understood that the party asserting that a Material Adverse Effect has occurred shall bear the burden of demonstrating the existence and extent of any such disproportionate adverse impact

Specifically, the parties agreed on the following formulation: "provided, however, that this clause (8) shall not apply for purposes of Section 3

constructive knowledge, knowledge of which officers or employees), the degree of specificity required, and the timeframe within which the knowledge must have existed