definiens: means any change, effect or event ( each, an ) that is materially adverse to the financial conditionor results of operations of the Business, taken as a whole ; provided, however, that no Effect will be considered when determining whether aMaterial Adverse Effect has occurred to the extent such Effect resulted or arose from any of the following : ( a ) the negotiation, execution, announcement or pendency of the transactions contemplated by this Agreement, including any impact thereof on relationships, contractual orotherwise, with any customers, suppliers, distributors, partners or employees ; ( b ) conditions affecting the industry in which the Businessparticipates, the U.S. economy as a whole or the capital markets in general or the markets in which the Business operates ; ( c ) compliancewith the terms of, or the taking of any action required by, this Agreement, the Ancillary Documents or the other agreements and transactionscontemplated hereby ; ( d ) any change in applicable Laws or the interpretation thereof ; ( e ) actions required to be taken under applicable Laws;(f ) any change in GAAP or other accounting requirements or principles or any change in related Laws or the interpretation thereof ; ( g ) anynational or international political or social conditions, including an outbreak or escalation of hostilities, acts of terrorism, military acts, politicalinstability or other national or international calamity, crisis or emergency, or any governmental or other response to the foregoing, in each casewhether or not involving the United States ; ( h ) any change in conditions in the United States, foreign or global financial, banking or securitiesmarkets generally ( including any disruption thereof and any decline in the price of any security or any market index or any change in interestor exchange rates ) ; ( i ) any hurricane, earthquake, flood or other natural disasters ; ( j ) any failure by the Business to meet any internal orpublished projections, forecasts or revenue or earnings predictions for any period ending ( or for which revenues or earnings are released ) onor after the date of this Agreement ( provided that this clause ( j ) will not prevent a determination that any Effect underlying such failure hasresulted in a Material Adverse Effect ) ; or ( k ) any action taken with the consent or upon the request of Buyer, but in the case of clause ( b ), onlyto the extent any such Effects do not have a materially disproportionate adverse impact on the Business relative to other Persons in theindustries in which the Business operates