definiens: means any fact, event, change, development, circumstance or effect ( i ) that, when such term isused in relation to the Company ( A ) is materially adverse to the business, financial condition, assets, liabilities, or results ofoperations of the Company, or ( B ) would materially impair or delay the ability of Seller to perform its obligations hereunder, including the consummation of the Contemplated Transactions or ( ii ) that, when such term is used in relation to Buyer, wouldmaterially impair or delay the ability of Buyer to perform its obligations hereunder, including the consummation of theContemplated Transactions . Any fact, event, change, development, circumstance, or effect shall not be deemed to have aMaterial Adverse Effect if such fact, event, change, development, circumstance or effect results or arises from ( i ) changes orconditions generally affecting the Company ’s industry, except to the extent such fact, event, change, development, circumstance or effect disproportionately affects ( relative to other participants in the Company ’s industry ) the Company,(ii ) changes in general economic or political conditions ( including armed hostilities or terrorist actions ), except to the extentsuch changes or conditions disproportionately affect ( relative to other participants in the Company ’s industry ) the Company,(iii ) changes in accounting requirements or principles or in applicable Law or other legal or regulatory conditions, except tothe extent such changes disproportionately affect ( relative to other participants in the Company ’s industry ) the Company,(iv ) any failure, in and of itself, by Seller or the Company to meet internal or external projections or forecasts or revenue orearnings predictions, ( v ) the public announcement, or notification to any Person, of this Agreement and the ContemplatedTransactions or the consummation of the Contemplated Transactions or ( vi ) the performance of or compliance with theexpress terms of this Agreement