definiens: means the Real Property which is leased by the Company and theSubsidiaries as listed in Schedule 11 and marked ' Leasehold ' ; means the report dated 6 November 2012 prepared bythe Seller 's Solicitors and other legal advisers in connection with the Agila Business and theGroup Companies ; means with respect to any Person, any liability or obligation of such Person, whetherknown or unknown, absolute, accrued, contingent, liquidated, unliquidated or otherwise, due or tobecome due or otherwise, and whether or not required to be reflected on a balance sheet preparedin accordance with Indian GAAP ; means the Draft Limited Review Accounts and the Final LimitedReview Accounts ; means the Initial Longstop Date or such later date as determined by Clause4.11 ; means any change, event, effect, fact, circumstance or occurrencethat, individually or in the aggregate, has resulted in or would, based on an objective determination, reasonably be expected to result in a material and adverse effect on : ( x ) the business, results ofoperation or financial condition of the Agila Business taken as a whole, or ( y ) the ability of theSeller to perform its material obligations under or consummate the transaction contemplated bythis Agreement and the Transaction Documents, provided that Material Adverse Effect shall notinclude changes, events, effects, facts, circumstances or occurrences, individually or in theaggregate, resulting from : ( a ) conditions generally affecting companies engaged in thepharmaceutical business, except to the extent any Group Company is disproportionately affectedrelative to such companies, ( b ) changes in national or international, economic or politicalconditions or any currency exchange rates or controls, except to the extent any Group Companyis disproportionately affected relative to other companies engaged in the pharmaceutical business,(c ) conditions with respect to financial, banking or securities markets including any disruptionthereof and any decline in the price of any security of any market index, ( d ) the launch of aproduct by any entity not being a Group Company that competes with any of the RelevantProducts, provided that no Group Company has granted rights to such entity in respect of suchproduct, ( e ) acts of war, terrorism natural disaster, extremity of weather or any national orinternational calamity, except to the extent any Group Company is disproportionately affectedrelative to other companies engaged in the pharmaceutical business, ( f ) changes, after the datehereof, in GAAP or regulatory accounting requirements applicable to the Agila Business, except tothe extent any Group Company is disproportionately affected relative to other companies engagedin the pharmaceutical business, ( g ) changes in any laws, rules, regulations, orders, or otherbinding directives issued by any Governmental Entity, except to the extent any Group Companyis disproportionately affected relative to other companies engaged in the pharmaceutical business,(h ) failure of the Group to meet financial projections, forecasts or revenue or earnings predictionsfor any period ( provided that the underlying cause(s ) for any such failure shall not be excluded bythis clause ( h ) ), ( i ) the public announcement of the transactions expressly contemplated by thisAgreement, or ( j ) actions expressly required by any of the Transaction Documents, or undertakenby the Seller or any Group Company in respect of the Agila Business with the express writtenconsent of the Purchaser ; has the meaning given in paragraph 12 of Schedule 8 ; * * * * * * Denotes confidential information that has been omitted from this exhibit and filed separately with the Securitiesand Exchange Commission