definiens: means, with respect to [COMPANY], any change, effect, event, circumstance, occurrence or state of fact s that, individually or in the aggregate, is or would reasonably be expected to be materially adverse to ( a ) the results of operations or condition ( financial or otherwise ) of the Business, or the Purchased Assets, or ( b ) the ability of [COMPANY] or its Affiliates to consummate the transactions contemplated by this Agreement prior to the End Date ; provided that none of the following, and no changes, effects, events, circumstances, occurrences or states of facts arising out of or resulting from the followi ng, shall be deemed, either alone or in combination, to constitute a Material Adverse Effect, or be taken into account in determining whether there has been or would reasonably be expected to be a Material Adverse Effect : ( i ) changes or effects in the gene ral economic conditions or the securities, syndicated loan, credit or financial markets in the Territory, ( ii ) changes or prospective changes in GAAP or Applicable Laws, ( iii ) changes or effects, including legal, tax or regulatory changes, that generally a ffect the industry in which the Business operates in the Territory, ( iv ) changes or effects that arise out of or are attributable to the commencement, occurrence, continuation or intensification of any war, sabotage, armed hostilities or acts of terrorism in the Territory, ( v ) earthquakes, hurricanes or other natural disasters or force majeure events in the Territory, ( vi ) the failure of the Business to achieve any financial projections, predictions, forecasts or estimates of revenues for any period ( provid ed, that the underlying causes of such failure shall not be excluded unless otherwise excluded pursuant to this definition ), ( vii ) ( A ) [COMPANY] ’ and its Affiliates ’ compliance with the terms and conditions of this Agreement, ( B ) the failure to take any action that [COMPANY] or its Affiliates have requested the consent of Cutanea to take and to which Cutanea did not grant its consent and ( C ) any other action by [COMPANY] or its Affiliates that Cutanea has expressly requested be taken or to which Cutan ea has consented in writing, ( viii ) the negotiation or execution of this Agreement or any Transaction Documents or the announcement or pendency of the transactions contemplated hereby or thereby, including any loss of, or impact on the relations of the Bus iness with, any employees, customers, suppliers, partners or distributors, and ( ix ) any acts or omissions of Cutanea or its Affiliates