Following the onset of the COVID-19 pandemic, M&A practitioners were immediately confronted with questions from clients regarding the applicability of material adverse effect and other materiality provisions in M&A agreements and force majeure clauses in leases and other operating agreements.

Much has been written about whether the pandemic resulted in a material adverse effect (MAE) for purposes of M&A agreements or whether force majeure clauses excuse nonperformance under material agreements. However, attorneys negotiating pending and future M&A transactions should also consider the impact of the pandemic on other deal terms. This article discusses certain other key provisions that practitioners consider reviewing with their clients.