definiens: shall mean any change, circumstance, event or effect that has had or is reasonably likely to have in thefuture, individually or in the aggregate, a material adverse effect on ( i ) the condition ( financial or otherwise ) or results ofoperation of the Product Business or the Purchased Assets or ( ii ) the ability of Seller to consummate the transactionscontemplated by this Agreement ; provided that no changes, circumstances, events or effects resulting from or arising out of thefollowing shall be taken into account in determining whether a Material Adverse Effect has occurred : ( a ) the publicannouncement of the entering into of this Agreement or the other Ancillary Agreements or the pendency of the transactionscontemplated hereby or thereby ( including any cancellation or delay of Customer orders, any reduction in sales, any disruptionin supplier, partner or similar relationships or any loss of employees ), ( b ) the performance by Seller of any action, or the failureto take any action, in each case at Purchaser ’s written request ( including email ) pursuant to this Agreement or the other AncillaryAgreements, ( c ) general economic conditions, ( d ) general conditions in the industry in which the Product Business is conducted,(e ) changes in GAAP or Applicable Law which have general application, ( f ) the failure of the business to meet any internalprojections or forecasts of revenue or earnings ( provided that the underlying cause of such failure shall be taken into accountunless such cause is otherwise included in clause ( a ) through ( e ), or ( g ) ), or ( g ) fire, flood, tornado, earthquake or other acts ofnature, acts of terrorism or sabotage, war, regional, national or international calamity, military action or any other similar eventor any escalation or worsening thereof after the date hereof, except to the extent, in the case of the foregoing clauses ( c ) through(e ), such changes, circumstances, events or effects referred to therein have a materially disproportionate impact on the ProductBusiness relative to the industry in which the Product Business competes as a whole