definiens: means any change, effect, event, fact, condition, circumstance or occurrence that, individually or when taken together with all such other changes, effects, events, facts, conditions, circumstances oroccurrences has had or would reasonably be expected to have, a material adverse effect on the business, properties, assets ( whether tangible or intangible ), Liabilities ( including contingent Liabilities ), capitalization, condition ( financial orotherwise ), operations ( including cash flows ), employee relationships, customer relationships, licenses or otherfranchises or results of operations of the Business ( or of the Company or any Continuing Subsidiary following theTransfer ), taken as a whole, or does or would reasonably be expected to prevent or materially delay Seller ’s ability toclose substantially all of the transactions contemplated by, or perform substantially all of its obligations under, thisAgreement, other than ( i ) any change, effect, event, fact, condition, circumstance or occurrence resulting from any ofthe following : ( A ) the negotiation and execution of this Agreement, the announcement, performance, pendency andconsummation of the transactions contemplated by this Agreement and the Transfer contemplated hereby inaccordance with the terms hereof, including the impact thereof on relationships, contractual or otherwise, withcustomers, suppliers, licensors, distributors, partners, providers, employees or any matter described in the DisclosureSchedule, ( B ) any loss of customers or potential customers or the cancellation of customer Contracts or proposalsfrom potential customers following the execution of this Agreement and any consequences thereof, ( C ) changes inLaws, policies, mandates, guidelines or other requirements of any Governmental Authority or the enforcement orinterpretation thereof, ( D ) any earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or othernatural disasters, weather conditions and other force majeure events in the United States or any other country orregion in the world, sabotage, terrorism, military action or war ( whether or not declared ), or ( E ) any matters disclosedin the Disclosure Schedule, or ( ii ) any failure to meet internal or published projections, forecasts or revenue or earningpredictions for any period ( provided that the underlying causes of such failure may be considered in determiningwhether a Material Adverse Effect has occurred ) ; provided, that the exception in clause ( C ) shall not apply to theextent the same has a disproportionate effect on the Company and the Continuing Subsidiaries taken as a whole ascompared to other Persons in the industry in which the Company and the Continuing Subsidiaries operate