definiens: means an event, fact, condition, occurrence, change or effect ( ) that, considered together with all other Effects, ( a ) is, or would reasonably be expected to be, materiallyadverse to the Purchased Assets and the Assumed Liabilities, taken as a whole, or ( b ) prevents the consummationby Seller of the transactions contemplated by this Agreement or the Ancillary Agreements ; provided, however, thatnone of the following, and no Effects resulting from the following, shall be deemed ( individually or in combination ) toconstitute, or shall be taken into account in determining whether there has been, a :( i ) political or economic conditions or conditions affecting the capital or financial markets generally ; ( ii ) conditionsgenerally affecting any industry or industry sector in which the Products, individually or in the aggregate, areExploited, including increases in operating costs ; ( iii ) any change in accounting requirements or applicable Law;(iv ) any hostility, act of war, sabotage, terrorism or military actions, or any escalation of any of the foregoing ; ( v ) anyhurricane, flood, tornado, earthquake or other natural disaster or force majeure event ; ( vi ) the failure of the Products, individually or in the aggregate, to achieve any financial projections, predictions or forecasts ( provided, that theunderlying causes of such failure shall not be excluded ) ; ( vii ) the public announcement, execution or delivery of thisAgreement or the pendency of the transactions contemplated hereby ; ( viii ) Seller ’s or any of its Affiliates ’ actions tothe extent ( A ) required by the terms and conditions of this Agreement, ( B ) that Buyer has requested in writing Seller orits Affiliates take such actions or ( C ) to which Buyer has consented in writing ; and ( ix ) any matter attributable to theregulatory status of Buyer or any of its Affiliates ; except, in each of clauses ( i ) through ( iii ), for those Effects thathave a disproportionate effect on the Purchased Assets and Assumed Liabilities, taken as a whole, relative to otherPersons operating businesses in the industry or industry sector in which the Products, individually or in the aggregate, are Exploited