definiens: means with respect to the Triage Business, any effect, change, event or occurrence that, individually or in the aggregate ( a ) would prevent or materiallydelay, interfere with, impair or hinder the consummation of the Transactions or the compliance bySeller with its obligations under this Agreement or ( b ) has a material adverse effect on thebusiness, results of operations, assets or condition ( financial or otherwise ) of the Triage Businesstaken as a whole ; provided, however, that none of the following, and no effect, change, event oroccurrence arising out of, or resulting from, the following, shall constitute or be taken into accountin determining whether a Material Adverse Effect has occurred or would reasonably be expectedto occur with respect to this clause ( b ): any effect, change, event or occurrence ( i ) generallyaffecting ( A ) the industry in which the Triage Business operates, including changes in the use, adoption or non - adoption of technologies or industry standards, or ( B ) the economy, credit orfinancial or capital markets, in the United States or elsewhere in the world, including changes ininterest or exchange rates, or ( ii ) to the extent arising out of, resulting from or attributable to ( A)changes or prospective changes in Law ( including changes or prospective changes in generallyapplicable rules, regulations and administrative policies of the FDA ) or in GAAP or in accountingstandards, or any changes or prospective changes in the interpretation or enforcement of any ofthe foregoing, or any changes or prospective changes in general legal, regulatory or politicalconditions, ( B ) any change proximately caused by ( 1 ) the negotiation, execution orannouncement of the Merger Agreement or this Agreement or the performance of the MergerAgreement or this Agreement in accordance with their respective terms or the consummation ofthe Merger or the Transactions ( other than compliance with Section 6.01(a ) or for purposes of anyrepresentations or warranties contained in Sections 4.02(c ) or 4.03 ) or ( 2 ) the announcement ofthe Other Transactions or the consummation thereof pursuant to Contracts that do not, by theirrespective terms, adversely affect in any material way the composition of the Triage Business, Purchased Assets or Assumed Liabilities ( other than with respect to co - owned IntellectualProperty included within the Purchased Assets or the separation of Shared Contracts on termsand subject to conditions substantially similar to Section 2.04 ) or contravene the covenants ofSeller or Abbott hereunder, including in the case of each of ( 1 ) and ( 2 ) the impact thereof onrelationships, contractual or otherwise, with customers, suppliers, distributors, partners, employees or regulators, or any litigation arising from allegations of breach of fiduciary duty orviolation of Law relating to the Merger Agreement, this Agreement or the consummation of theMerger or the Transactions, ( C ) acts of war ( whether or not declared ), sabotage or6terrorism, or any escalation or worsening of any such acts of war ( whether or not declared),sabotage or terrorism, ( D ) volcanoes, tsunamis, pandemics, earthquakes, hurricanes, tornados orother natural disasters, ( E ) any action taken by Seller or its Subsidiaries with Purchaser ’s writtenconsent or at Purchaser ’s written request, ( F ) any change resulting or arising from the identity of, or any facts or circumstances relating to, Purchaser or any of its Affiliates, ( G ) any change orprospective change in Seller ’s credit ratings, ( H ) any decline in the market price, or change intrading volume, of the capital stock of Seller or ( I ) any failure of the Triage Business to meet anyinternal or public projections, forecasts, guidance, estimates, milestones, budgets or internal orpublished financial or operating predictions of revenue, earnings, cash flow or cash position ( itbeing understood that the exceptions in clauses ( G ), ( H ) and ( I ) shall not prevent or otherwiseaffect a determination that the underlying cause of any such change, decline or failure referred totherein ( to the extent not otherwise falling within any of the exceptions provided by clause ( i ) andclauses ( ii)(A ) through ( I ) hereof ) is, may be, contributed to or may contribute to, a MaterialAdverse Effect ) ; provided further, however, that any effect, change, event or occurrence referredto in clause ( i ) or clauses ( ii)(A ), ( C ) or ( D ) may be taken into account in determining whetherthere has been, or would reasonably be expected to be, a Material Adverse Effect to the extentsuch effect, change, event or occurrence has a disproportionate adverse effect on the TriageBusiness, taken as a whole, as compared to other participants in the industry in which the TriageBusiness operates ( in which case the incremental disproportionate impact or impacts may betaken into account in determining whether there has been, or would reasonably be expected tobe, a Material Adverse Effect )