definiens: means any change, event, circumstance, state of facts, occurrence or effect that(a ) is or would reasonably be expected to have a material and adverse effect on the financial condition, business, assets, liabilities, properties or results of operations of ( i ) the Business, taken as a whole or ( ii ) Japan Ortho andAlphatec Pacific, taken as a whole, or ( b ) is or would reasonably be expected to be materially adverse to Seller’sability to consummate the transactions contemplated by this Agreement or the Ancillary Agreements but, in eachinstance, shall exclude any change, event, circumstance, state of facts, occurrence or effect resulting or arising from:(i ) any change in any Law, accounting standards or regulatory policy after the date hereof ; ( ii ) any change in interestrates or general economic, legal, tax, political or regulatory conditions, ( iii ) entry into, announcement of, pendency of, or performance of this Agreement, ( iv ) any national or international political event or occurrence, including acts of waror terrorism ( v ) any action or failure to take any action that is consented to or requested by Buyer in writing, ( vi)conditions ( or changes therein ) in any industry or industries in which the Seller Group or any member thereof operatesand ( vii ) any failure by any member of the Seller Group to meet any internal or published projections, estimates, budgets, plans or forecasts ; provided, however, that any change, event, circumstance, state of facts, occurrence oreffect underlying or causing such failure may constitute a Material Adverse Effect, and provided further, that in thecase of clauses ( b ) ( i ), ( ii ), ( iv ) and ( vi ), such change, event, circumstance, state of facts, occurrence or effect doesnot have a disproportionate effect on ( A ) the Business, taken as a whole, or ( B ) Japan Ortho and [COMPANY] Pacific, taken as a whole, as compared to other Persons engaged in the industries and locations in which the Businessoperates