definiens: means any change, effect, condition, fact, circumstance or e vent that individually or in the aggregate has a materia l adverse effect on the Business and the Purchased Assets taken as a whole, but shall exclude any change, eff ect, condition, fact, circumstance or event resulti ng or arising from ( a ) conditions affecting the national, regional or world economies generally, but only to the extent that such conditions do not have a materiall y disproportionate effect on the Business and the Purchased Assets taken as a whole ; ( b ) conditions a ffecting the industries or markets in which Sellers operate, but only to the extent that such condition s do not have a materially disproportionate effect on the Business and the Purchased Assets taken as a whole ; ( c ) conditions caused by a material worsening of current conditions caused by acts of terrorism or w ar ( whether or not declared ) occurring after the da te hereof, but only to the extent that such conditions do not have a materially disproportionate effect o n the Business or the Purchased Assets ; ( d ) conditions ar ising from the consummation of the transactions contemplated by this Agreement, or the announcement of the execution of, this Agreement or any other Transaction Document in connection with the transac tions contemplated by this Agreement ; ( e ) any change in accounting practices or policies of Selle rs as required by GAAP ; and ( f ) any changes in Law