definiens: ) . For purposes of this Agreement, means, with respect to any person, any state of facts, change, effect, condition, development, event or occurrencethat has been, is or would reasonably be likely to be material and adverse to the financial condition, business, assets, liabilities or results of operations of such person and its subsidiaries, taken as a whole, or the ability of such personand its subsidiaries to consummate the transactions contemplated by this Agreement, except, in each case, to theextent that such change, effect, condition, development, event or occurrence results from or arises out of ( i ) theannouncement of the transactions contemplated by this Agreement, ( ii ) general economic, industry or politicalconditions, ( iii ) the performance by such person of its obligations under the terms of this Agreement, ( iv ) any outbreakor escalation of war or any act of terrorism, or ( v ) changes in law or GAAP ( or any interpretation of GAAP ) applicableto such person, provided that any event, change or effect referenced in clauses ( ii ) through ( v ) do not have adisproportionate effect on such person, taken as a whole, compared to other participants in the industries in whichsuch person conducts its business . Any failure of a person to meet any particular revenue or earnings forecast orestimate, shall not, in and of itself, constitute a Material Adverse Effect