definiens: shall mean any change, ci rcumstance, event or effect that has had or is reasonably likely to have in the future, individual ly or in the aggregate, a material adverse effect o n ( i ) the condition ( financial or otherwise ) or results of op eration of the Product Business or the Purchased As sets or ( ii ) the ability of Seller to consummate the transa ctions contemplated by this Agreement ; provided tha t no changes, circumstances, events or effects resulting from or arising out of the following shall be take n into account in determining whether a Material Adverse E ffect has occurred : ( a ) the public announcement of the entering into of this Agreement or the other Ancill ary Agreements or the pendency of the transactions contemplated hereby or thereby ( including any cance llation or delay of customer orders, any reduction in sales, any disruption in supplier, partner or similar rela tionships or any loss of employees ), ( b ) the perfor mance by Seller of any action, or the failure to take any ac tion, in each case at Purchaser ’s written request ( including email ) pursuant to this Agreement or the other Anci llary Agreements, ( c ) general economic conditions, ( d ) general conditions in the industry in which the Product Business is conducted, ( e ) changes in GAAP or Applicable Law which have general application, ( f ) the failure of the business to meet any internal pr ojections or forecasts of revenue or earnings ( provided that the underlying cause of such failure shall be taken in to account unless such cause is otherwise included in clause ( a ) through ( e ), or ( g ) ), or ( g ) fire, flood, tornad o, earthquake or other acts of nature, acts of terrorism or sabotage, war, regional, national or international calamity, military action or any other similar event or any escalation or worsening thereof after the date hereof, except to the extent, in the case of the foregoing clauses ( c ) th rough ( e ), such changes, circumstances, events or e ffects referred to therein have a materially disproportion ate impact on the Product Business relative to the industry in which the Product Business competes as a whole