definiens: shall mean any event, change, condition, circumst ance or effect that has a material adverse effect on the financial condition or results of operations of the Business, taken as a whole, other than any event or condition resulting from ( a ) chan ges in general, regulatory, social, political or ec onomic or financial market conditions, ( b ) earthquakes, torna does, or decreases or increases in temperature, ( c ) acts of war, pandemic, sabotage or terrorism, military actions o r the escalation thereof, ( d ) any disruption or mat erial change in securities or commodities markets, supply or pri ces, ( e ) any change in GAAP, ( f ) any change in laws, rules, regulations, orders, treaties, or other binding dir ectives issued by a Governmental Authority, ( g ) con ditions affecting any segment of the industry generally in which the Business operates, ( h ) the failure of Sel ler to meet any of its internal projections or forecasts of rev enue or earnings predictions for the Business ( but the circumstances causing such failure may be considere d a Material Adverse Effect ), ( i ) changes arising o ut of transactions contemplated by the Transaction 25880894.16.BUSINESS3