definiens: means any change, state of facts, circumstance, event oreffect that, individually or in the aggregate, is materially adverse to, ( A ) the financial condition, properties, assets, liabilities, obligations ( whether accrued, absolute, contingent or otherwise ), businesses or results of operations of theCompany and its Subsidiaries ( taken as a whole ), the Transferred Assets, the Assumed Liabilities or the Businessand / or ( B ) the ability of the Company to perform its obligations under this Agreement ; provided, however, that, solelywith respect to clause ( A ), any change, state of facts, circumstance, event or effect to the extent arising from orrelated to ( i ) conditions generally affecting the United States economy or generally affecting one or more industries inwhich the Company and its Subsidiaries operate, ( ii ) national or international political or social conditions, includingterrorism or the engagement by the United States in hostilities or acts of war, ( iii ) changes in Law or in GAAP or otheraccounting requirements after the date of this Agreement, ( iv ) any action taken or failed to be taken as expressly andspecifically required or permitted in accordance with this Agreement or at the express and specific request of, orexpressly and specifically consented to by, the Buyer ( provided, it is understood and agreed that actions taken by theCompany in accordance with Section 4.10(a ) to conduct ( or cause the conduct ) of its business operations in theordinary course consistent with past practice shall not be excluded in determining whether a Material Adverse 107 Effect has occurred ), or ( v ) the execution or delivery of this Agreement, the consummation of the transactionscontemplated by this Agreement or the public announcement or other publicity with respect to any of the foregoing, ineach case, shall not be taken into account in determining whether a has occurred or wouldreasonably be expected to occur ; provided, that, if such change, state of facts, circumstance, event or effect referredto in clauses ( i ), ( ii ) or ( iii ) of this definition have a disproportionately adverse effect on the Company and itsSubsidiaries ( taken as a whole ), the Transferred Assets, the Assumed Liabilities or the Business, as compared toother Persons in the industries in which the Company and its Subsidiaries operate, then the incrementaldisproportionate effect of such change, state of facts, circumstance, event or effect shall be taken into account indetermining whether a Material Adverse Effect has occurred