M&A In Western Canada During COVID-19: Part Two — Closing Risks And The Interim Period

The emergence of the COVID-19 pandemic (hereinafter, the "pandemic") has forced buyers, sellers, and their advisers to adapt to the rapidly changing environment in which M&A transactions are now being pursued, evaluated, negotiated, and closed.

The ensuing post is the second in a three-part series intended to provide a focused review of certain fundamental considerations applicable to M&A transactions in Western Canada – as impacted by the pandemic. Read part one of this blog series on the topic of  Acquisition Financing.

Material Adverse Effect Provisions

It is standard practice for purchase and sale agreements ("PSA") to include a "Material Adverse Effect" ("MAE") definition (or equivalent). The MAE definition will bear relevance in the PSA in a number of ways, however, the one that has come to the forefront due to the pandemic is the oft-included closing condition that the purchaser does not have to close the transaction if a MAE has occurred since the