definiens: means any event, change, circumstance, effect or other matterthat has a material adverse effect on : ( i ) the financial condition or results of operations of thePlazomicin Business, taken as a whole ; ( ii ) the condition or value of any material portion of thePurchased Assets ; or ( iii ) the ability of the Seller to consummate timely the transactionscontemplated by this Agreement ; provided, however, that none of the following, either alone or incombination, will constitute, or be considered in determining whether there has been, a MaterialAdverse Effect : any event, change, circumstance, effect or other matter resulting from or related to:(A ) any Excluded Assets or Excluded Liabilities ; ( B ) any outbreak or escalation of war or majorhostilities or any act of terrorism ; ( C ) changes in Laws, United States generally acceptedaccounting principles or enforcement or interpretation thereof ; ( D ) changes that generally affectthe industries and markets in which the Seller operates which does not disproportionately affectSeller ; ( E ) changes in financial markets, general economic conditions ( including prevailinginterest rates, exchange rates, commodity prices and fuel costs ) or political conditions ; ( F ) anyfailure, in and of itself, of the Seller to meet any published or internally prepared projections, budgets, plans or forecasts of revenues, earnings or other financial performance measures oroperating statistics ; ( G ) any action taken or failed to be taken pursuant to or in accordance withthis Agreement or at the request of, or consented to by, the Purchaser ; ( H ) the filing or continuationof the Chapter 11 Case or any action approved by the Bankruptcy Court ( or any otherGovernmental Authority in connection with any such Proceeding ) ; ( I ) the execution or delivery ofthis Agreement, the consummation of the transactions contemplated by this Agreement or thepublic announcement or other publicity with respect to any of the foregoing ; or ( J ) any change in ortermination of the relationship of the Seller with its Service Providers, customers or suppliers