definiens: shall mean, with respect to Seller, any change, effect, event, circumstance, occurrence or state of facts that is or would reasonably be expected to be materially adverse to ( a ) thevalue of the Purchased Assets and the Assumed Liabilities, taken as a whole, or ( b ) the ability of Seller toconsummate the Transactions, provided that none of the following changes, effects, events, circumstances, occurrences or states of facts shall be deemed, either alone or in combination, to constitute a Material AdverseEffect, or be taken into account in determining whether there has been or would reasonably be expected to be aMaterial Adverse Effect, except where ( solely in the case of clauses ( i ), ( ii ), ( iii ), ( iv ), ( v ) and ( xi ) below ) the effect on(a ) or ( b ) above is disproportionate to the effect on the relevant industry : ( i ) changes or effects in the generalbusiness, economic, social, political or legal conditions or the securities, syndicated loan, credit or financial markets;(ii ) changes or proposed changes in applicable Law or GAAP ( or any applicable accounting standards in anyjurisdiction outside the United States ) or the enforcement thereof ; ( iii ) changes to applicable Law, that generally affectthe industries in which Seller or its Affiliates operate, or any change in governmental or private third party payorreimbursement rules or policies ; ( iv ) changes or effects that arise out of or are attributable to the commencement, occurrence, continuation or intensification of any war, sabotage, armed hostilities or acts of terrorism;(v ) earthquakes, hurricanes or other natural disasters ; ( vi ) failure to meet projections, estimates, plans or forecasts;(vii ) changes or effects that arise out of or are attributable to the negotiation, execution, announcement or pendency ofthe Transactions or the performance of and compliance with the terms of this Agreement, including any litigation, anyreduction in revenues or income, any loss of customers, any disruption in supplier, distributor or similar relationshipsor any action taken pursuant to Section 6.05 ; ( viii ) the reduction or lack of marketing of, field force support for or othersimilar functions in relation to the Products ; ( ix ) changes in the number of competing products in the market(s ) inwhich the Products are sold ; ( x ) any labor strikes, labor stoppages or loss of employees ; ( xi ) currency fluctuations;(xii ) changes or effects that arise out of or are attributable to actions or omissions of Purchaser or any of its Affiliatesor actions or omissions of Seller or any of its Affiliates and consented to in writing by Purchaser or any of itsAffiliates ; or ( xiii ) any matter disclosed in the Schedules to this Agreement