definiens: means an event, fact, condition, occurrence, change or effect that is, orwould reasonably be expected to ( a ) be materially adverse to the business, results of operations or condition ( financialor otherwise ) of the Product Business, the Purchased Assets and the Assumed Liabilities, taken as a whole, or(b ) prevent or materially impede or delay the consummation by [COMPANY] of the transactions contemplated by thisAgreement and the Ancillary Agreements ; provided, however, that, except as provided in clause ( vii ) below, none ofthe following, and no events, facts, conditions, occurrences, changes or effects resulting from the following, shall bedeemed ( individually or in combination ) to constitute, or shall be taken into account in determining whether there hasbeen, a : ( i ) political or economic conditions in the Horizon Territory or conditions affectingthe capital or financial markets generally ; ( ii ) conditions generally affecting any industry or industry sector in which theProduct Business operates or competes or in which the Product is Manufactured or Exploited, including increases inoperating costs ; ( iii ) any change in accounting requirements or applicable Law ; ( iv ) any hostility, act of war, sabotage, terrorism or military actions, or any escalation of any of the foregoing ; ( v ) any hurricane, flood, tornado, earthquake orother natural disaster or force majeure event ; ( vi ) the public announcement of the execution or delivery of theAgreement or the pendency of the transactions contemplated hereby ; ( vii ) the failure of the Product Business toachieve any financial projections, predictions or 9forecasts ( provided, that the underlying causes of such failure shall not be excluded ) ; and ( viii ) the taking of anyaction by [COMPANY] or any of its Affiliates that is expressly contemplated by this Agreement or that Horizon hasexpressly requested be taken ; except, in each of clauses ( i ) through ( v ), for those conditions that have adisproportionate effect on the Product Business, the Purchased Assets and Assumed Liabilities, taken as a whole, relative to other Persons operating businesses similar to the Product Business in the Horizon Territory