definiens: means any change, circums tance or effect that, individually or in the aggreg ate, would or would reasonably be expected to ( i ) have a materially adverse effect on the Purchased Assets taken as a whole, including the value thereof or on Buyer ’s ab ility to receive, operate and develop the Purchased Assets taken as a whole free of Liens ( other than Permitte d Liens ) pursuant hereto ; provided, however, that n one of the following changes, effects, events, circumstances o r occurrences shall be deemed, either alone or in c ombination, to constitute a Material Adverse Effect, or be take n into account in determining whether a Material Ad verse Effect has occurred or would reasonably be expected to occur : ( a ) changes or effects in general econom ic or financial conditions ; ( b ) changes in Applicable Law s ; ( c ) changes or effects that generally affect the pharmaceutical or medical device industry ; ( d ) chan ges or effects that arise out of or are attributabl e to the commencement, occurrence, continuation or intensifi cation of any war, sabotage, armed hostilities or a cts of terrorism ; or ( e ) changes or effects arising out of or attributable to the public announcement of the transactions contemplated by this Agreement or the compliance wi th the provisions of this Agreement, or ( ii ) preven t or materially delay consummation of the transactions c ontemplated hereby