In this case, the buyer`s argument cannot be successful. Even if “pandemic” or similar words are not explicitly excluded, to limit the ability of buyers to terminate transactions, sellers would like to rely on other exceptions to AED clauses, such as. B conditions which usually affect a country and a national disaster. “meaning” and “lasting meaning”. In both Delaware and New York, there is usually a high bar for determining a MAC, with an emphasis on the language of the determination and the specific facts and circumstances. With respect to merger contracts and financing agreements, the courts have generally required that the amendment be “substantial” and “of continuing significance.” There is no Bright Line test. A material change is serious, not a “blip”. A lasting change is one that reverberates “over an economically reasonable period of time, measured not in months, but in years.” As stated in Akorn, the focus is on whether there has been “a negative change in the activities of the target company, which results from the long-term profitability of the company”, i.e. a change (usually based on company-specific and non-sectoral factors) that would be essential from the perspective of a reasonable long-term investor. In the New York cases, the courts considered “whether the alleged substantial adverse modification at the time of performance of the contract was in the parties` recital, whether it was under the control of the parties and what the consequences were for the activities of the party concerned” (In re Lyondell (Bankr. S.D.N.Y. 2017)).