definiens: means, with res pect to Purchaser, any change, effect, event, circumstance, occurrence or state of facts that is or would reasonably be expected to have a material adverse effect on the ability of Purchaser to perform its o bligations under this Agreement and to consummate t he Transactions, provided that none of the following c hanges, effects, events, circumstances, occurrences or states of facts shall be deemed, either alone or in combin ation, to constitute a Purchaser Material Adverse E ffect, or be taken into account in determining whether there has been or would reasonably be expected to be a Purch aser Material Adverse Effect : ( i ) [ * * * ] ; ( ii ) [ * * * ] ; ( ii i ) [ * * * ] ; ( iv ) [ * * * ] ; ( v ) [ * * * ] ; ( vi ) [ * * * ] ; ( vii ) changes or effects that arise out of or are attributable to the negoti ation, execution, announcement or pendency of the T ransactions ; or ( viii ) any action or inaction Purchaser is requi red to take or refrain from taking under this Agree ment