definiens: means ( i ) with respect to any Person, a material adverse effect on theassets, financial condition, or results of operations of such Person and its subsidiaries, taken as a whole, and ( ii ) withrespect to the Business, a material adverse effect on the Business taken as a whole, provided that in no event willany of the following, individually or in the aggregate, be deemed to constitute, nor shall any of the following be takeninto account in determining whether there has been, or will be, a Material Adverse Effect with respect to such Person, or with respect to the Business : ( A ) any change in general economic or financial market conditions, ( B ) any change inthe general state of the industry in which such Person or the Business, as applicable, operates, ( C ) any act ofterrorism or war, or ( D ) the announcement of the execution of this Agreement or the transactions contemplated herebyexcept to the extent any of the events in clauses ( A ) - ( D ) affects such Person or the Business in a disproportionatemanner to other Persons or products in the industry