definiens: means any circumstance, change, effect, development or condition that, individually or considered together with all other circumstances, changes, effects, developments andconditions, ( a ) has had or would reasonably be expected to have a material adverse effect on the business, results of operations, properties, assets or condition ( financial or otherwise ) of the Business, taken as awhole or ( b ) materially and adversely affects or materially delays, or would be reasonably expected tomaterially and adversely affect or delay, the ability of BSC and its Affiliates to carry out their respectivematerial obligations under, and to consummate the transactions contemplated by, this Agreement, theSeparation Agreement, the Supply Agreement, the Technology Transfer Agreement, the Seller IP LicenseAgreement, or the Transition Services Agreement ; provided that none of the following, either alone or incombination, shall be considered in determining whether there has been a :( i ) events, circumstances, changes or effects that generally affect the industries in which the Businessoperates ( including legal and regulatory changes ), ( ii ) general economic or political conditions ( or changestherein ) or events, circumstances, changes or effects affecting the13 securities markets generally, ( iii ) changes arising from the announcement of the execution of this Agreementor the pendency of the transactions contemplated hereby, ( iv ) any circumstance, change or effect that resultsfrom any action taken pursuant to or in accordance with Section 5.01 or at the written request of thePurchaser, ( v ) changes caused by acts of terrorism or war ( whether or not declared ) occurring after the datehereof, including any worsening thereof, ( vi ) natural disasters occurring in any country or region in theworld and ( vii ) the failure by the Business to meet any estimates, expectations, projections or budgets(provided that, to the extent not the subject of any of the foregoing clauses ( i ) through ( vi ) above, theunderlying cause of such failure may be taken into account to determine whether a Material Adverse Effecthas occurred ), except in the cases of ( i ), ( ii ), ( v ) and ( vi ) to the extent such circumstance, change, effect, development or condition has a materially disproportionate effect on the Business, taken as a whole, compared with other Persons operating in the industries in which the Business operates