definiens: means an event, fact, condition, occurrence, change, development, circumstanceor effect that, individually or in the aggregate with all other such events, facts, conditions, occurrences, changes, developments, circumstances or effects, ( a ) has had, or would reasonably be expected to have, a material adverseeffect on the business, operations, results of operations or condition ( financial or otherwise ) of the Product Business, the Purchased Assets or the Assumed Liabilities or ( b ) that prevents or materially impedes or delays the ability ofSeller to consummate the transactions contemplated by the Agreement and the Ancillary Agreements prior to the EndDate ; provided, however, that for the purposes of clause ( a ) above, none of the following, and no event, fact, condition, occurrence, change, development, circumstance or effect to the extent resulting from the following, shall bedeemed ( individually or in combination ) to constitute, or shall be taken into account in determining whether there hasbeen, a : ( i ) political or economic conditions or conditions affecting the capital or financialmarkets generally, including the worsening of any existing conditions ; ( ii ) conditions generally affecting any industry orindustry sector in which the Product Business operates or competes or in which the Product is Manufactured orExploited, including increases in operating costs ; ( iii ) any change in GAAP or applicable Law ; ( iv ) any hostility, act ofwar, sabotage, terrorism or military actions, or any escalation of any of the foregoing ; ( v ) any hurricane, flood, tornado, earthquake or other natural disaster or force majeure event ; ( vi ) the entry into the market of a product or products(including generic versions of the Product ) competitive with the Product or any change in the sales, financial results ofthe Product, or other impact on the Product, as a result of competition from another product or generic version of theProduct ; ( vii ) the public announcement or pendency of this Agreement, the transactions contemplated hereby, theChapter 11 Cases or the CCAA Proceedings, including the impact of such announcement or pendency on therelationship of Seller with any supplier, distributor, customer, partner or similar relationship or any loss of employeesresulting therefrom ; ( viii ) the failure of the Product Business to achieve any financial projections, predictions, forecasts or estimates of revenues for any period ( provided, that the underlying causes of such failure shall not beexcluded unless otherwise excluded pursuant to this definition ) ; ( ix ) any act required to be taken under this Agreementor the DIP Agreement or the failure to take any act prohibited by this Agreement or the DIP Agreement ; and ( x ) anyact or omission by Buyer or any of its Affiliates ; except, in each of clauses ( i ) through ( v ), for those conditions thathave a disproportionate effect on the Product Business, the Purchased Assets or the Assumed Liabilities, relative toother Persons operating businesses similar to the Product Business in the Territory