definiens: shall mean any change or event which would be reasonably likely to have a material adverse effect on the business operations or assets of the [COMPANY] Group taken as a whole, provided that any regulatory change which has or would be reasonably likely to have an impact on the prices of the products manufactured, distributed or sold by any of the [COMPANY] Group Companies in Switzerland shall not be deemed a Material Adverse Effect, and, further, provided that the following shall not be deemed a Material Adverse Effect : ( i ) any change, event or circumstance that generally affects the industry in which the [COMPANY] Group operates, ( ii ) any general economic conditions or events, ( iii ) any act of war or terrorism or hostilities, ( iv ) a downturn in the financial markets, ( v ) adverse political changes, changes in law or accounting principles, ( vi ) the announcement or performance of this Agreement, and ( vii ) any event, circumstance or effect that should be known by the Buyer due to the Disclosure Documents, except in each cases ( i ) to ( vii ), to the extent such item has a material disproportionate effect on the [COMPANY] Group taken as a whole ; 28 ( d ) the representation and warranties of the Seller set forth Section 6 shall be true at and as of the Closing Date, as if made at and as of such date, with only such exceptions as would not individually or in aggregate have a Material Adverse Effect ; ( e ) 70 % ( i.e., 62 out of 88 ) ofthe Material Consents shall have been received ; and ( t ) the EBITDA Difference as calculated in accordance with Annex 4.2.1(f ) shall not be more than 10 %