definiens: shall mean any event, cha nge or effect that, when taken individually or together with all other adverse events, changes and effects ( a ) is materially adverse to the value of the Purchased Assets, taken as a whole, ( b ) is materially adverse to the operation, maintenance, use or value of eit her Facility, or ( c ) would impair or delay consummation of the Trans action ; provided, however, that any events, changes or effects arising out of, resulting from or relating to the f ollowing shall not be taken into account when deter mining whether a Material Adverse Effect has occurred : ( 1 ) general changes or conditions in general economic, politic al or market conditions or in the industries in which Seller ope rates, except to the extent such changes or conditi ons in the industries in which Seller operates have a material ly disproportionate effect on the value of the Purc hased Assets, taken as a whole, compared with other companies ope rating in such industries ; ( 2 ) the loss or departur e of directors, officers, employees or other service providers of S eller, or the termination, reduction ( or potential reduction ) or any other adverse development ( or potential adverse development ) in Seller ’s relationships with any of its suppliers, distributors or other business partners, to the extent attributable to the announcement or pendency of this Agreement or the Transaction or the performance by the parties of the obligations hereunder, subject t o Seller ’s compliance with the covenants contained in this Agr eement, including but not limited to Article 7 ; ( 3 ) failure to meet internal projections or forecasts for any peri od ( provided, however, that the exception in this clause shall not prevent or otherwise affect a determination that an y change, effect or development underlying such fai lure has resulted in or contributed to a Material Adverse Ef fect ) ; ( 4 ) acts of war or terrorism ( or the escalat ion of the foregoing ) or natural disasters or other force maje ure events ; ( 5 ) changes or proposed changes in Lega l Requirements or accounting regulations or principle s or the interpretation thereof ; ( 6 ) the acts or om issions of, or circumstances affecting, Purchaser or its Affiliate s ( other than in respect of the transactions contem plated by this Agreement ) ; ( 7 ) compliance by Seller or any of its Affiliates with a written request by Purchaser that Seller or any of its Affiliates take an action ( or refrain from t aking an action ) to the extent such action or inact ion is in compliance with such written request ; and ( 8) any a ction taken by Seller or any of its Affiliates as r equired by this Agreement or with Purchaser ’s written consent