definiens: means any state of facts, change, development, condition, effect, event or occurrence that has had, or would reasonably be exp ected to have, a material adverse effect on the Acq uired Assets, Assumed Liabilities or the operation of the Monte Villa Facility taken as a whole, or the abil ity of the Seller to consummate the Transactions . For purposes of this Agreement, shall exclude any effects to the extent resulting from ( i ) change s in the United States economy or foreign economies in general, ( ii ) changes or prospective changes in U.S . GAAP or in any Applicable Law or applicable accou nting regulations or principles or interpretations thereo f, ( iii ) changes in industries relating to the oper ation of the Monte Villa Facility in general and not specificall y relating to the operation of the Monte Villa Faci lity, ( iv ) conditions generally affecting financial, bank ing or securities markets ( including any disruption thereof ), ( v ) earthquakes, hurricanes, floods, tornadoes, storms, weather conditions, fires, power outages, epidemic s or other natural disasters, ( vi ) political, regulatory, legi slative or social conditions ( including any outbrea k or escalation of hostilities, acts of war or terrorism, whether o r not pursuant to the declaration of a national eme rgency or war, or the occurrence of any military or terrorist atta ck or otherwise ) ( vii ) any Facility Employees ceasi ng to be employed in connection with the operation of the Mo nte Villa Facility, ( viii ) the announcement by Sell er of its intention to sell the Monte Villa Facility ( includi ng any loss of employees or any loss of, or any dis ruption in, contractual or other relationships with any commerc ial counterparties, equity holders, employees or re gulators as a result of such announcement ), ( ix ) any failure by Seller or any Selling Affiliate to meet any intern al or published projections, forecasts or revenue or earn ings predictions for any period ending on or after the date of this Agreement ( provided that this clause ( ix ) shal l not prevent a determination that any facts underl ying such failure to meet such projections, forecasts or pred ictions have resulted in a Material Adverse Effect ( to the extent such facts are not otherwise excluded from this def inition of Material Adverse Effect ) ), or ( x ) the ex ecution and delivery of this Agreement ( including the disclosur e of the identity of Purchaser ) or any Other Transa ction Document and the consummation of the Transactions ; provided, however, that with respect to clauses ( i ), ( ii ), ( iii ), ( iv ), ( v ) and ( vi ), such matter shall be con sidered to the extent ( but solely the disproportion ate extent ) that it disproportionately affects the operation of the Mon te Villa Facility or the Acquired Assets, as compar ed to similarly situated manufacturing plants in the phar maceutical industry