definiens: means any r esult, occurrence, fact, change, event or effect that, individually or in the aggregate with any other results, occurrences, facts, changes, eve nts and/or effects, has had or would reasonably be expected to have a material adverse effect on ( i ) the Business, the Products or the Acquired Assets, or ( ii ) the abilit y of Seller to consummate the transactions contempl ated hereby or to perform its obligations hereunder ; provided, however, that, for purposes of clause ( i ), none of the following, to the extent arising after the date her eof, shall be deemed in itself, or in any combinati on with another item listed below as an exception, to const itute, and none of the following, to the extent ari sing after the date hereof, shall be taken into account in determi ning whether there has been or will be, a Seller Ma terial Adverse Change : ( a ) any changes in the United State s or global economy generally or the U.S. or global capital, credit or financial markets generally, including ch anges in commercial bank loan interest risks or cur rency exchange rates ; ( b ) any fluctuations in prices of c ommodities used or purchased by Seller ; ( c ) any cha nges generally affecting the industry in which Seller pa rticipates ; ( d ) any changes required by GAAP ; ( e ) a ny changes in applicable Laws ; ( f ) any -65- effect of earthquakes, hurricanes, floods or other natural disasters ; ( g ) any effect attributable to t he announcement or pendency of the transactions contem plated by this Agreement or the identity of the Par ties or their Affiliates ; ( h ) any effect of acts of war ( wh ether or not declared ), armed hostilities, sabotage or terrorism ; and ( i ) any failure by Seller or the Business to me et any projections, estimates or budgets for any pe riod, except, in the case of clauses ( a ) through ( f ) and clause ( h ), to the extent Seller is disproportionately adve rsely affected thereby as compared to other companies in the indus try in which Seller operates