definiens: means any event, occurrence, fact, condition, change or effect that is, or wouldreasonably be expected to become, individually or in the aggregate, materially adverse to ( a ) the business, financialcondition, assets or results of operations of the Business taken as a whole, or ( b ) the ability of Seller to consummatethe transactions contemplated hereby on a timely basis ; provided, however, that shall notinclude any event, occurrence, fact, condition, change or effect, directly or indirectly arising out of or attributable to : ( i ) general political or economic conditions, general financial and capital marketconditions ( including interest rates ) or general conditions in any of the industries in which the Business isengaged, or, in each case, any changes in them ( including as a result of ( A ) an outbreak or escalation ofhostilities involving Switzerland, the United States or any other country or the declaration by Switzerland, theUnited States or any other country of a national emergency or war, or ( B ) the occurrence of any othercalamity or crisis ( including any act of terrorism ) or natural disaster or any change in financial, political oreconomic conditions in Switzerland, the United States or elsewhere ) ; ( ii ) changes in Law, IFRS or any authoritative interpretations thereof ; ( iii ) any action required by this Agreement or any action taken ( or omitted to be taken ) with thewritten consent of or at the written request of Buyer ; ( iv ) any failure to meet Seller ’s or any of its Affiliates ’ internal forecasts for the Business(provided that this clause ( iv ) shall not be construed as providing that the circumstances or events giving rise to anysuch failure do not constitute or contribute to a Material Adverse Effect and, provided, further, that this clause(iv ) shall not be construed as implying that Seller or any of its Affiliates is making any representation or warrantyunder this Agreement with regard to any internal forecasts for the Business ) ; or 13 ( v ) the announcement, disclosure or pendency of the sale of the Business, the execution of thisAgreement or any other Transaction Document or the consummation of the transactions contemplated hereby or byany other Transaction Documents, provided, further, however, that any event, occurrence, fact, condition, change or effect referred to in clauses ( i ) or(ii ) immediately above shall be taken into account in determining whether a Material Adverse Effect has occurred tothe extent that such event, occurrence, fact, condition, change or effect has a disproportionate effect on the Businesscompared to other participants in the industries in which the Business operates