definiens: shall mean a material adverse effect on the business, assets ( including intangibleassets ), Liabilities, financial condition or results of operations of Parent and its subsidiaries, taken as a whole, provided, however, that in no event shall any of the following, alone or in combination, be deemed to constitute, nor shall any of the following betaken into account in determining whether there has been, a : ( i ) any adverse event, circumstance, change or effect to the extent attributable to changes or conditions generally affecting the industries and segmentsin which Parent operates, the U.S. economy as a whole or foreign economies in any location where Parent has operations or sales, other than such changes or conditions that have a materially disproportionate adverse effect on Parent and its subsidiaries, takenas a whole, relative to other companies in the same or similar industry ; ( ii ) changes in general economic, market or politicalconditions, other than such changes that have a materially disproportionate adverse effect on Parent and its subsidiaries, taken asa whole, relative to other companies in the same or similar industry ; ( iii ) any adverse event, circumstance, change or effectresulting from or relating to compliance with the terms and conditions of, or the taking of any action required by, this Agreement, including the public announcement of the execution of this Agreement ; and ( iv ) changes in GAAP or changes in the laws orregulations ( or the interpretation thereof ) affecting GAAP as it pertains to Parent