definiens: means any event, occurrence, fact, condition, dev elopment, circumstance or change that is materially adverse to ( a ) the Busine ss and the Purchased Assets, taken together and as a whole, or ( b ) the ability of Seller to consummate the transac tions contemplated hereby ; provided, however, that a shall not include any event, occurrence, fact, co ndition, development, circumstance or change, directly or indirectly, arising out of o r attributable to : ( i ) general economic or politica l conditions ; ( ii ) conditions generally affecting the pharmaceuti cal industry ; ( iii ) any changes in financial, banki ng or securities markets in general, including any disrup tion thereof and any decline in the price of any se curity or any market index or any change in prevailing interest r ates ; ( iv ) acts of war ( whether or not declared ), a rmed hostilities or terrorism, or the escalation or wors ening thereof ; ( v ) any action required or permitted by this Agreement or any action taken ( or omitted to be tak en ) with the written consent of, or at the written request of, Buyer ; ( vi ) any changes in applicable Laws, reimbur sement policies, or accounting rules ( including GAA P ) or the enforcement, implementation or interpretation t hereof ; ( vii ) the announcement, pendency or complet ion of the transactions contemplated by this Agreement ; ( v iii ) any natural or man - made disasters or acts of G od ; ( ix ) any failure by Seller to meet any internal or published projections, forecasts or revenue or earn ings predictions related to the Business ; or ( x ) acts of a Governmental Authority taken in its sovereign ( a s opposed to contractual ) capacity