definiens: means any event, occurren ce, development, circumstance, change, effect, condition or state of facts that has had or would r easonably be expected to have a materially adverse effect on ( as applicable ): ( i ) the Transferred Assets taken as a whole ; or ( ii ) the ability of Seller to consummate the Transactions ; provided, however, that a Material Adverse Effect w ill not include : ( A ) changes in economic conditions or financial, security, currency or credit markets in general or changes affecting the availability or co st of financing ; ( B ) changes generally applicable to the pharma or h ealthcare industry ; ( C ) changes in national or inte rnational social and political conditions, including any enga gement in or escalation of war, civil unrest or oth er hostilities ; ( D ) acts of God, hurricane, tornado, flood, earthqu ake, volcanic eruption or other natural disaster, p andemic, or any terrorist attacks, or any similar event, occurr ence or circumstance ; ( E ) changes in Law or interpr etation or enforcement thereof or in applicable accounting sta ndards, principles or interpretations ; ( F ) the Tran sactions, the public announcement thereof and acts of competitors or loss or threatened loss or change in status of suppliers, customers, distributors, agents, licensors, or empl oyees, or any litigation, to the extent relating th ereto or resulting therefrom ; ( G ) actions required under or in connect ion with this Agreement, or other actions taken or not taken at the request or with the consent of Buyer ; ( H ) actio ns taken by Buyer or its Affiliates ; ( I ) any failur e to meet internal or external estimates of revenues, earnings or othe r financial projections or forecasts 7 or business or strategic plans for any period ( prov ided that the underlying facts and circumstances gi ving rise to such failure which are not otherwise listed in this proviso may be taken into account in determining w hether a Material Adverse Effect has occurred ) ; ( J ) any matt er disclosed in the Schedules or in any filings by Seller with the SEC or the Bankruptcy Court ; or ( K ) any effect resulting from the filing of the Chapter 11 Cases a nd reasonably anticipated effects thereof ; provided further, however, that any event, occurrence, devel opment, circumstance, change, effect, condition or fact referred to in cl auses ( A ) through ( E ) immediately above shall be ta ken into account in determining whether a Material Adverse E ffect has occurred or would reasonably be expected to occur to the extent that such event, occurrence, developm ent, circumstance, change, effect, condition or fac t has a materially disproportionate effect on the Transferr ed Assets, taken as a whole, as compared to the eff ects on other participants in the same industry as Seller