definiens: means any event, change, occurrence or state of f acts that has had, or is reasonably likely to have, individually or in the aggregate, a material adverse effect on the ( i ) Purchased Assets, Assumed Liabilities, or Business, taken as a whole, provided, however, that in no event shall any of the following, alone or in combination, be deemed to co nstitute, or be taken into account, in determining whether th ere has been, or would be, a Material Adverse Effect : ( a ) changes in the U.S. economy or capital markets i n general but that do not have a disproportionate effect on t he Sellers relative to other participants in the in dustry in which the Sellers conduct the Business, ( b ) changes that affect generally the industry in which the Sellers operate but that do not have a disproportionate effect on the Busine ss relative to other participants in the industry i n which the Sellers conduct the Business, ( c ) changes after the Agreement Date in any applicable Law or GAAP or ( d ) the commencement of the Bankruptcy Cases ; or ( ii ) the a bility of Sellers to consummate the transactions co ntemplated hereby pursuant to the terms of this Agreement