definiens: means any state of facts, change, development, ev ent, occurrence, effect or condition that, individually or in the aggregate, ( i ) is materially adverse to t he Purchased Assets or ( ii ) materially impairs or delays the abi lity of Seller to perform its obligation hereunder, except that any such state of facts, change, development, event, oc currence, effect or condition resulting from or ari sing out of or in connection with any of the following, either alo ne or in combination, shall not be taken into consi deration for purposes of determining whether a Seller Material A dverse Effect has occurred or arisen : ( a ) the anno uncement of this Agreement or the pendency of the transactio ns contemplated hereby, ( b ) the performance by the Seller of its obligations under this Agreement, ( c ) general e conomic conditions in any country where the Evamist Business is conducted to the extent that they do no t disproportionately affect the Seller relative to other industry participants, ( d ) general conditions in any industr y in which the Evamist Business is conducted to the extent that they do not disproportionately affect the Seller re lative to other industry participants, ( e ) changes or conditions in economic, regulatory, political or capital markets conditions generally to the extent that they do not disproportionately affect the Seller relative to ot her industry participants, ( f ) any natural disaster or any acts of terrorism, sabotage, military action or war ( whethe r or not declared ) or any escalation or worsening t hereof, ( g ) the Seller ’s failure to meet any financial proj ections in and of itself ( it being understood that the facts or occurrences giving rise or contributing to such fai lure may be deemed to constitute, or be taken into account in [ * * * ] INDICATES MATERIAL THAT WAS OMITTED AND FOR W HICH CONFIDENTIAL TREATMENT WAS REQUESTED . ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUAN T TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 19 34, AS AMENDED