definiens: means any event, change, circumstance, effect or other matter that has, individually or in the aggregate, a material advers e effect on : ( i ) the financial condition or results of operations of the Business, taken as a whole ; ( ii ) the condition or value of any material portion of the Purchased A ssets or the Assumed Liabilities ; or ( iii ) the ability of the Se ller to consummate timely the transactions contempl ated by this Agreement ; provided, however, that in the case of c lauses ( i ) and ( ii ), none of the following, either alone or in combination, will constitute, or be considered in d etermining whether there has been, a Material Adver se Effect, and that in the case of clause ( iii ), none of claus e ( F ), ( G ) or ( H ), either alone or in combination, will constitute, or be considered in determining whether there has b een, a Material Adverse Effect : any event, change, circumstance, effect or other matter to the extent resulting from or related to : ( A ) any outbreak or e scalation of war or major hostilities or any act of terrorism ; ( B ) changes in Laws, United States generally accepte d accounting principles or enforcement or interpretat ion thereof ; ( C ) changes that generally affect the industries and markets in which the Seller operates ; ( D ) chang es in financial markets, general economic condition s ( including prevailing interest rates, exchange rate s, commodity prices and fuel costs ) or political co nditions ; ( E ) any failure, in and of itself, of the Seller to meet any published or internally prepared projecti ons, budgets, plans or forecasts of revenues, earnings or other f inancial performance measures or operating statisti cs ( provided that the underlying causes of such failure that are not otherwise excluded from the definition of a may be taken into account in determ ining whether there has been a Material Adverse Eff ect ) ; ( F ) any action required to be taken or not taken pu rsuant to or in accordance with this Agreement or a t the express written request of, or expressly consented to in writing by, the Purchaser ; ( G ) the filing or continuation of the Chapter 11 Case or any action approved by th e Bankruptcy Court ( or 8 any other Governmental Authority in connection with any such Proceeding ) ; or ( H ) the execution or deli very of this Agreement, the consummation of the transaction s contemplated by this Agreement or the public announcement or other publicity with respect to any of the foregoing ( provided that this clause ( H ) sh all not apply to any representation, warranty, covenant or agreement intended to address the consequences of t he execution or delivery of this Agreement or the cons ummation of the transactions contemplated by this Agreement ), in each of clauses ( A ), ( B ), ( C ) and ( D ) to the extent that such event, change, circumstan ce, effect or matter does not disproportionately affect the Se ller compared to other companies that are principal ly engaged in the Business