definiens: means, with respect to any Seller Party, any event, fact, condition, change, circumstance, occurrence or effect, which, either individually or in the aggregate with all other events, facts, conditions, changes, circumstances, occurrences or effects, ( a ) has had, or would reasonably be expectedto have, a material adverse effect on the business, properties, assets, liabilities, condition ( financial or otherwise),operations or results of operations of the Company or ( b ) does or would reasonably be expected to materiallyimpair or delay the ability of a Seller Party to perform their respective obligations under this Agreement and theAncillary Documents or to consummate the transactions contemplated hereby and thereby ; provided, however, thatwith respect to the Company, a Material Adverse Effect will not include any adverse effect or change resultingfrom any change, circumstance or effect relating to ( A ) the economy in general, ( B ) securities markets, regulatoryor political conditions in the United States ( including terrorism or the escalation of any war, whether declared orundeclared or other hostilities ), ( C ) changes in applicable Laws or GAAP or the application or interpretation thereof,(D ) with respect to the Company, the industries in which the Company primarily operates and not specificallyrelating to the Company, ( E ) a natural disaster or the worsening thereof, and ( F ) the public announcement, pendency or completion of the transactions contemplated hereby ( provided, that in the cases of clauses ( A)through ( E ), the Company is not disproportionately affected by such event as compared to other similar companiesand businesses in similar industries and geographic regions as the Company )