definiens: means any event, circumstance or change that would reasonably be expected toresult, individually or in the aggregate, in ( a ) an adverse effect in any material respect on the value of the Receivables or the right of Purchaser to receive the Receivables ( including, in either case, the timing, amount orduration of the Receivables ) or ( b ) a material adverse effect, in any respect, on ( i ) the legality, validity or enforceabilityof any of the Transaction Documents or the License Agreement, ( ii ) the right or ability of the Sellers ( or any permittedassignee ) or the Purchaser to perform any of its obligations under any of the Transaction Documents or the LicenseAgreement, in each case to which it is party, or to consummate the transactions contemplated hereunder orthereunder, ( iii ) the rights or remedies of the Seller Group or the Purchaser under any of the Transaction Documents orthe rights or remedies of the Seller Group under the License Agreement, ( iv ) the Purchased Assets or ( v ) the ZealandIntellectual Property Rights