No Material Adverse Change

Use: Protects the buyer if something materially negative happens to the business before closing.

Clause wording

This Agreement is conditional upon there being no material adverse change in the Business, assets, lease, operations, employees, licenses, or financial condition before closing, as determined by the Buyer acting reasonably.

Meaning

Protects the buyer if something materially negative happens to the business before closing.

中文解释

用简单中文解释这一条在交易里的作用。

Internal drafting aid only. Use historical/lawyer-reviewed wording where available; human/legal review required before external use.