definiens: means any circumstance, state of facts or matters, change, event, occurrence, action or omission that hasor is reasonably likely to have or result in a material adverse eﬀect on ( a ) the business, results of operation, EBITDA, operations or ﬁnancial condition ofthe Company and its Subsidiaries, taken as a whole, or ( b ) the ability of the Company, the Key Persons or the Company Members to perform theirrespective obligations under this Agreement or any of the other Transaction Documents to which any of them is a party ; provided, however, that, in thecase of subclause ( a ) above, a shall not be deemed to mean or include any such circumstance, state of facts ormatters, change, event, occurrence, action or omission to the extent arising as a result of : ( i ) general changes or developments in the industries in whichthe Company and its Subsidiaries operate ; ( ii ) changes after the date of this Agreement in Laws of general applicability or interpretations thereof bycourts or other Government Authorities ; ( iii ) any change to the United States economy in general or global economic condition ; ( iv ) any natural disaster, epidemic or pandemic ( including COVID-19 ), acts of nature or change in climate ; ( v ) any acts of terrorism or war, the outbreak or escalation of hostilities, geopolitical conditions, local, national or international political conditions ; or ( vi ) actions of the Company or any Subsidiary thereof that Parent hasexpressly requested in writing, except, in the case of each of clauses ( i ) through ( v ), to the extent those circumstances, states of facts or matters, changes, events, occurrences, actions or omissions disproportionately impact ( relative to similarly situated businesses ) the business, results of operation, EBITDA, operations or financial condition of the Company and its Subsidiaries taken as a whole