Extract to table

The bring-down is qualified to the Material Adverse Effect standard — that is, the representations and warranties need not be literally true in every particular, but any inaccuracies must not, individually or in the aggregate, constitute a Material Adverse Effect

This condition provides that, since the date of the Agreement (June 10, 2024), no Material Adverse Effect shall have occurred that is continuing as of the Closing Date

The buyer must demonstrate, by a preponderance of the evidence, that the facts satisfy each element of the contractual MAE definition

For a target with no revenue and no current earnings, the concept of a "decline in earnings potential" must be adapted to focus on the impairment of expected future value derived from the company's pipeline

Instead, the analysis must focus on the impairment of expected future value derived from the pipeline

An MAE must be measured against the long-term value of the target, not against quarterly or annual fluctuations