definiens: means an event, condition, change, development or other matter will be deemed to have a on Purchaser if such event, condition, ch ange, development or other matter, either individually or in combination with any other event, condition, ch ange, development or other matter had or could reasonably be expected to have a material adverse effect on ( a ) the business, condition ( financial or otherwise ), capit alization, assets, liabilities, operations, financi al performance or prospects of the Purchaser ’s business, taken as a w hole, or ( b ) the ability of Purchaser to consummate the Transactions ; provided, however, that none of the f ollowing shall be deemed in themselves, either alon e or in combination, to constitute, and none of the followi ng shall be taken into account in determining wheth er there has been a Purchaser Material Adverse Effect : ( i ) any a dverse change, effect or event attributable to cond itions affecting the industry in which Purchaser participa tes, the U.S. economy or any other economy where Pu rchaser operates or the capital markets in general or the m arkets in which they operate, except to the extent that any of the foregoing has had a disproportionate effect on Purc haser as compared to other participants in the indu stry in which they operate ; or ( ii ) the effect of any change aris ing in connection with any including w eather, natural disasters ( other than earthquakes ), hostilities, ac ts of war, sabotage or terrorism or military action s or any escalation or material worsening of any such hostilities, acts of war, sabotage or 6 terrorism or military actions