definiens: when used in connection with an entity, shall mean any change or effect that is materially adverse to such entity ’s business, assets, Liabilities, condition ( financial orotherwise ) or results of operations ; provided, however, in no event shall any of the following, alone or in combination, bedeemed to constitute, nor shall any of the following be taken into account in determining whether there has been or will be, aMaterial Adverse Effect on any entity : ( i ) any change or effect resulting from compliance with the terms andconditions of this Agreement ; ( ii ) any change or effect resulting from changes in Legal Requirements or the interpretationthereof ( which change or effect does not disproportionately affect such entity in any material respect ) ; ( iii ) any change oreffect resulting from changes affecting any of the industries in which such entity or its Subsidiaries operates generally or theUnited States, European or worldwide economy generally, financial markets or political conditions generally ( which changesin each case do not disproportionately affect such entity in any material respect ) ; ( iv ) any natural disaster or any acts ofterrorism, sabotage, military action or war ( whether or not declared ) or any escalation or worsening thereof ( which change oreffect does not disproportionately affect such entity in any material respect ) ; ( v ) failure to meet internal forecasts or financialprojections ( it being understood that the facts and circumstances giving rise to such failure may be deemed to constitute, andmay be taken into account in determining whether there has been, a Material Adverse Effect ) ; ( vi ) any change or effectattributable to the consummation of the transactions contemplated hereby, or the announcement of the execution of, thisAgreement, including loss of any employees, customers, licensees, suppliers, partners or distributors ; or ( vii ) any litigationarising from allegations of a breach of fiduciary duty or misrepresentation in any disclosure relating to this Agreement or thetransactions contemplated hereby