definiens: shall mean, with respect to Seller, any Divesting Entity or any of theirrespective Affiliates, any change, effect, event, circumstance, occurrence or state of facts that is or would reasonablybe expected to be materially adverse to ( a ) the results of operations, condition ( financial or otherwise ) or the value ofthe Business, the Products, the Purchased Assets and the Assumed Liabilities, taken as a whole, or ( b ) the ability ofSeller to consummate the Transactions, provided that none of the following changes, effects, events, circumstances, occurrences or states of facts shall be deemed, either alone or in combination, to constitute a Material AdverseEffect, or be taken into account in determining whether there has been or would reasonably be expected to be aMaterial Adverse Effect : ( i ) changes or effects in the general business, economic, social, political or legal conditionsor the securities, syndicated loan, credit or financial markets ; ( ii ) changes or proposed changes in applicable Law orGAAP ( or any applicable accounting standards in any jurisdiction outside the United States ) or the enforcementthereof ; ( iii ) changes to Law, that generally affect the industries in which Seller or its Affiliates operate, or any changein governmental or private third party payor reimbursement rules or policies ; ( iv ) changes or effects that arise out of orare attributable to the commencement, occurrence, continuation or intensification of any war, sabotage, armedhostilities or acts of terrorism ; ( v ) earthquakes, hurricanes or other natural disasters ; ( vi ) failure to meet projections, estimates, plans or forecasts ( it being understood that the facts or occurrences giving rise or contributing to any suchfailure may be deemed to constitute, or be taken into account in determining whether there has been a MaterialAdverse Effect to the extent Confidential Information indicated by [ * * * ] has been omitted from this filing and filedseparately with the Securities Exchange Commission