Extract to table

The carveouts are an essential component of the MAE definition and must be analyzed carefully to determine whether any of them might shield Veridian from an MAE finding

2(a) — Accuracy of Representations and Warranties: The representations and warranties of the Sellers set forth in Article III of the SPA must be true and correct in all respects as of the date of the SPA and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties that speak as of a specified date, which must be true and correct as of such date)

Representations and warranties that are qualified by "materiality" or "Material Adverse Effect" qualifiers must be true and correct in all respects, and representations and warranties that are not so qualified must be true and correct in all material respects

2(b) — Absence of Material Adverse Effect: Since the date of the SPA, there shall not have occurred any Material Adverse Effect

2(b) must be satisfied (or waived by Buyer) as a prerequisite to Penterra's obligation to close

The Court of Chancery in Akorn articulated that a Material Adverse Effect must be "material when viewed from the long-term perspective of a reasonable acquiror