definiens: means iiabiiities, debts or other obiigations of any kind or nature, whether known or unknown, absolute, accrued, contingent, liquidated, unliquidated or otherwise, due or to become due or otherwise, and whether or not required to be reflected on a balance sheet prepared in accordance with GAAP ; means any loss, Proceeding, Judgment, damage, fine, penalty, expense ( including reasonable attorneys ' or other professional fees and expenses and court costs ), injury, diminution of value, liability, Tax, Encumbrance or other cost or expense ; means any event, change, circumstance, effect or other matter that has, or could reasonably be expected to have, either individually or in the aggregate with all other events, changes, circumstances, effects or other matters, with or without notice, lapse of time or both, a material adverse effect on : ( a ) the bUSiness, assets, liabilities, properties, condition ( financial or otherwise ), operating results or operations or prospects of the Business taken as a whole ; or ( b ) the ability of the Seller or any of its respective Affiliates to perform its material obligations under this Agreement, the Ancillary Agreements or to consummate timely the transactions contemplated by this Agreement or the Ancillary Agreements ; provided