definiens: means any result, occurrence, fact, change, event or effect that, individually or in the aggregate with anyother results, occurrences, facts, changes, events and/or effects, has had or would reasonably be expected to have a material adverse effect on ( i ) theBusiness or the Acquired Assets, taken as a whole, or ( ii ) the ability of Seller to consummate the transactions contemplated hereby or to perform itsobligations hereunder ; provided, however, that, for purposes of clause ( i ), none of the following, to the extent arising after the date hereof, shall bedeemed in itself, or in any combination with another item listed below as an exception, to constitute, and none of the following, to the extent arising afterthe date hereof, shall be taken into account in determining whether there has been or will be, a Seller Material Adverse Change : ( a ) any changes in theUnited States or global economy generally or the U.S. or global capital, credit or financial markets generally, including changes in commercial bank loaninterest risks or currency exchange rates ; ( b ) any fluctuations in prices of commodities used or purchased by Seller ; ( c ) any changes generally affectingthe industry in which Seller participates ; ( d ) any changes required by GAAP ; ( e ) any changes in applicable Laws ; ( f ) any effect of earthquakes, hurricanes, floods or other natural disasters ; ( g ) any effect attributable to the announcement or pendency of the transactions contemplated by thisAgreement or the identity of the Parties or their Affiliates ; ( h ) any effect of acts of war ( whether or not declared ), armed hostilities, sabotage or terrorism;and ( i ) any failure by Seller or the Business to meet any projections, estimates or budgets for any period, except, in the case of clauses ( a ) through ( f)and clause ( h ), to the extent Seller is disproportionately adversely affected thereby as compared to other companies in the industry in which Selleroperates