Mac Share Purchase Agreement

An essential adverse amendment clause ("MAC") (also known as an essential clause for adverse events or material adverse effects) is a provision that is often included in loan and credit contracts and is intended to give the purchaser (or a lender) the right to withdraw from the transaction after certain events that are detrimental to the target entity (or borrowers). Although the court asked the purchaser to purchase a travel or payment transaction, the court found that it was an "overimplification" of characterizing the agreement as "only a purchase of a travel payment transaction," and found that the transaction had no particular purpose (the buyer had argued that he considered it to have financial value in extending the transaction to other sectors). As noted above, the decision dealt with a preliminary issue and the Tribunal did not consider whether the objectives had in fact been issued disproportionately in relation to the B2B payments industry. Traditionally, the Spanish courts have applied the "rebus sic stantibus" rule very restrictively, which allows the debtor to mitigate or mitigate the negative effects of an unpredictable and exceptional contractual risk that was not shared between the parties at the time of the contract` performance. In addition, the Spanish courts have applied very restrictively other alternative legal provisions (i.e. taxation or tacit condition, the rule of absence of bargaining conditions and the rule of contractual frustration) which pursue the same objective as the "rebus sic stantibus" rule. The contractual distribution of risk prior to the conclusion of an agreement between the parties is a key issue in these types of particularly complex agreements, as the target entity`s own dynamics and the market in which it operates could lead to changes that could affect the economic and legal objective of the parties in the implementation of the agreement. This need for parties to protect themselves from unforeseen circumstances during the transition period is even more relevant in situations of great economic, political and social uncertainty and uncertainty.