definiens: means any state of facts, circumstance, condition, development, result, event, change, occurrence or effect ( each, an ) that, individually or in combination with any other Effect, would or would reasonably be expected to ( i ) preven t, materially delay or impede the performance by th e Seller of its obligations under this Agreement or the cons ummation of the transactions contemplated hereby ; o r ( ii ) have a material adverse effect on the business, condition ( financial or otherwise, but excluding prospects of the Business ), assets or results of operations of t he Business, taken as a whole, other than any event, change, occurrence or effect arising out of or resulting fr om ( A ) general changes or developments in any of th e industries in which the Business operates, ( B ) changes in glob al, national or regional political conditions ( incl uding any outbreak or escalation of hostilities or any acts o f war or terrorism ) or in general economic, busines s, regulatory, political or market conditions or in national or gl obal financial markets, ( C ) natural disasters or ca lamities, ( D ) changes after the date hereof in any applicable Law, ( E ) any failure by the Business to meet its i nternal or published projections or forecasts of its revenues, earnings or other financial performance or results of operations ( but not the underlying causes of such failure unle ss such underlying causes would otherwise be except ed from this definition ), ( F ) the announcement, pendency or consummation of this Agreement, the Ancillary Agre ements and the transactions contemplated hereby and thereb y, including any termination of, reduction in or ot her negative impact on relationships or dealings, contr actual or otherwise, with any suppliers, distributo rs, partners or employees of the Business, ( G ) any action taken by the Seller that is expressly required by this Ag reement or the Ancillary Agreements, or ( H ) any action taken ( or omitted to be taken ) at the written request of t he Buyer ; provided, however, that any Effect 7 arising out of or resulting from any change or even t referred to in clause ( A ), ( B ), ( C ) or ( D ) may co nstitute, and be taken into account in determining the occurrence of, a Material Adverse Effect if such Effect has a disproportionate impact on the Business compared to any other companies that operate in the industries in which the Business operates