definiens: means a material adverse effect on the business, results of operations, properties or assetsof the Parent and its Subsidiaries, taken as a whole ; provided, however, that shall not includethe impact on such business, results of operations, properties or assets arising out of or attributable to ( i ) general economicconditions affecting the United States that do not disproportionately affect the Parent and its Subsidiaries ( taken as a whole)relative to other businesses in the industries in which the Parent and its Subsidiaries operate ( including any effects orconditions resulting from an outbreak or escalation of hostilities, acts of terrorism, political instability or other national orinternational calamity, crisis or emergency, or any governmental or other response to any of the foregoing, in each casewhether or not involving the United States ), ( ii ) effects arising from changes in laws or GAAP, ( iii ) effects relating to theannouncement of the execution of this Agreement or the transactions contemplated hereby, ( iv ) failure of the Parent and itsSubsidiaries to meet any financial projections or forecasts, and ( v ) effects resulting from compliance with the terms andconditions of this Agreement by the Parent . For the avoidance of doubt, a Parent Material Adverse Effect shall not bemeasured against financial projections or forecasts of the Parent or its Subsidiaries