# Material adverse change (MAC)

A clause letting a buyer walk if the business is badly damaged.

It is the buyer's escape hatch when the business or the world turns badly between signing the [purchase agreement](https://searchspheresource.com/glossary/purchase-agreement) and closing. How broadly it is drafted decides whether a lost key customer or a soft quarter actually lets you walk or renegotiate, so it is one of the clauses most worth lawyering rather than accepting as boilerplate.

In numbers: Between signing and close, a customer worth 30% of revenue gives notice. A MAC clause that names the loss of a major customer lets the buyer walk or reprice; a generic one may leave the buyer closing on a business that no longer exists as priced.

Source: https://searchspheresource.com/glossary/material-adverse-change
Not dated: A definition is editorial: what a term means, why it matters, and an example. None of it reads a source that can go stale, so there is no date to take and a stamped one would be the build time wearing a costume.

Site index for machines: https://searchspheresource.com/llms.txt