12. MAE: The Clause Nobody Reads Until It’s Too Late

This podcast uses AI-assisted writing and AI-generated audio; see the production note below and at www.repsandremedies.com.At 1 a.m., six words in the MAE definition can move nine figures of sign-to-close risk. This episode is a technical markup drill on the private-company MAE clause itself, starting with the forward-looking prong, the aggregation language, and the buyer's attempt to build a mosaic while the seller tries to atomize the facts. It then works clause by clause through the carveouts for macro conditions, industry shifts, law and GAAP changes, pandemics, force-majeure-style events, war, announcement effects, and buyer-caused consequences, before turning to disproportionate-effects pullbacks, comparator fights, and the meaning of company and subsidiaries taken as a whole. The episode ends by tracing where the definition actually bites in MAE-qualified reps, bringdown conditions, standalone no-MAE closings, and interim-covenant disputes.Production disclosure:This podcast is for informational and educational purposes only. It is not legal advice, does not create an attorney-client relationship, and is not a substitute for advice from counsel licensed in your jurisdiction. Law and deal practice change, and information may become outdated. No confidential client, deal, or matter information is discussed. The views expressed are the author’s alone and do not reflect the views of the author’s firm or its clients.This podcast includes AI-assisted writing and AI-generated audio. The underlying instructional modules were developed with substantial assistance from OpenAI GPT-5.4, reviewed and refined with input from Anthropic Claude Opus 4.6, and further synthesized into audio by Google NotebookLM. Final topic selection, source curation, and editorial judgment remain with the creator. Some episodes may retain occasional stylistic or tonal artifacts from AI-assisted production.