definiens: means any change, effect, event, circumstance, occurrence or state of factsthat is, or with the passage of time would reasonably be expected to have, individually or in the aggregate, a material adverseeffect on ( a ) the Specified Assets, taken as a whole ; ( b ) the Specified Business ; or ( c ) the ability of Seller to consummate thetransactions contemplated by this Agreement ; except for any such change, effect, event, circumstance, occurrence or state offacts resulting from the following ( none of which shall be taken into account when determining whether a Specified ProductsMaterial Adverse Effect has occurred ): ( i ) changes arising from or relating to the announcement or pendency of thetransactions contemplated by the Agreement ; ( ii ) changes in the industries in which Seller operates or in the U.S. economy as awhole ; ( iii ) general conditions in the financial markets, and any changes therein ( including any changes arising out of acts ofterrorism, war, weather conditions or other force majeure events ) ; ( iv ) changes in Legal Requirements or GAAP ( or anyinterpretations of such Legal Requirements or GAAP ) applicable to the Specified Assets ; or ( v ) the failure to meet publicestimates or forecasts of revenues, earnings of other financial metrics, in and of itself, or the failure to meet internalprojections, forecasts or budgets of revenues, earnings or other financial metrics, in and of itself, but not any of the reasonscausing or underlying such failures ; provided that with respect to the changes or general conditions in clauses ( ii ) - ( iv ), onlyto the extent that such changes or general conditions do not disproportionately affect the Specified Business or SpecifiedAssets relative to other participants in the industry or industry sectors in which the Specified Business operates