definiens: shall mean any event, occurrence, effect, matter, change, development, condition orstate of facts ( ) that, either alone or considered together with all other Effects, is or would reasonably beexpected to ( x ) be materially adverse to the Product Business and the Acquired Assets, taken together as a whole or(y ) prevent or materially delay the consummation by the Sellers of the transactions contemplated by this Agreement;provided, however, that, in determining whether a Material Adverse Effect has occurred pursuant to the precedingclause ( x ), there shall be excluded from this definition any Effect to the extent that it results from ( a ) changes orconditions affecting the respiratory treatment industry or the economy in the Territory, ( b ) any generally applicablechange in Law or in GAAP, or in the interpretation of any of the foregoing, ( c ) conditions arising out of acts ofterrorism, war conditions or other force majeure events and ( d ) the announcement or pendency of the transactionscontemplated by this Agreement or any action expressly required to be taken by any of the Sellers pursuant to theterms of this Agreement or any action taken by any of the Sellers with Purchaser ’s written consent ( provided, that insuch case the applicable Seller has provided timely written notice to Purchaser that withholding such consent wouldresult in a Material Adverse Effect ), so long as any such Effect described in clauses ( a ), ( b ) or ( c ) does notdisproportionately adversely affect the Product Business and the Acquired Assets, taken together as a whole, ascompared to other Persons engaged in the sale of products similar to the Products in the Territory ( in which case theincremental disproportionate effect or effects may be taken into account in determining whether a Material AdverseEffect has occurred )