definiens: means any event, change, occurrence or effect that ( i ) has had or would reasonably be expected to have a material adverse e ffect on the Business, the Purchased Assets, Liabil ities, financial condition or results of operations of Sel ler, taken as a whole or ( ii ) would reasonably be e xpected to prevent, materially delay or materially impede the performance by Seller of its obligations under this Agreement or the consummation of the transactions contemplate d hereby, in each case, other than any event, chang e, occurrence or effect resulting from ( A ) changes in general economic, financial market, business or geo political conditions provided that such changes do not materi ally and disproportionately affect Seller relative to other entities in the industry, ( B ) changes in any applic able Laws or applicable accounting regulations or p rinciples or interpretations thereof, provided that such changes do not materially and disproportionately affect Se ller relative to other entities in the industry, ( C ) any outbreak or escalation of hostilities or war or any act of terrorism, ( D ) the public announcement of this Agreement and the Relat ed Documents and the transactions contemplated here by and thereby or the identity of the Purchaser, ( E ) compl iance with this Agreement, including any effect on Seller resulting from failure to take any action to which Seller sought and the Purchaser refused consent und er this Agreement, including the impact thereof on the rela tionships of Seller with customers, suppliers, dist ributors, consultants, employees or Contractors or other thir d parties with whom Seller has any relationship, an d ( F ) any failure by Seller to meet any internal or external projections or forecasts ( provided that this clause ( F ) shall not prevent a determination that the change or event or other facts or occurrences giving rise to or contr ibuting to such failure has resulted in a Material Adverse Effect )