definiens: means any change, event, circumstance, development, occurrence or effectthat individually or taken together with any other change, event, circumstance, development, occurrence or effect is, orwould reasonably be expected to be, materially adverse to the business, operations, condition ( financial or otherwise)properties, assets, Liabilities or results of operations of the Acquired Companies, taken as a whole ; provided, however, that no change, event, circumstance, development, occurrence or effect to the extent arising from or attributable to anyof the following shall be taken into account in determining whether there has been a Material Adverse Effect : ( i ) thenegotiation, execution, delivery, public announcement or pendency of this Agreement or any of the transactionscontemplated herein, including the impact thereof on the relationships of any Acquired Company with suppliers, consultants, employees or independent contractors or other third parties with whom any Acquired Company has anyrelationship ( provided, however, that the exceptions in this clause ( i ) shall not apply to that portion of any representationor warranty contained in this Agreement to the extent that the purpose of such portion of such representation or warrantyis to address the consequences resulting from the execution and delivery of this Agreement, the public announcement or pendency of the Merger or anyof the other transactions contemplated by this Agreement or the performance of obligations or satisfaction of conditionsunder this Agreement ), ( ii ) conditions generally affecting the industries in which any Acquired Company operates orparticipates, the U.S. economy or financial markets or any foreign markets or any foreign economy or financial marketsin any location where any Acquired Company has material operations or sales, except to the extent any such conditionhas a disproportionate effect on the Acquired Companies relative to other Persons principally engaged in the sameindustry as the Acquired Companies, ( iii ) the taking of any action required by this Agreement, or otherwise taken with thewritten consent of Parent, ( iv ) any breach by Parent or Merger Sub of this Agreement or the Confidentiality Agreement,(v ) any change in GAAP or applicable Laws ( or interpretation thereof ), ( vi ) any acts of God, calamities, acts of war orterrorism, or national or international political or social conditions, except to the extent any such condition has adisproportionate effect on the Acquired Companies relative to other Persons principally engaged in the same industry asthe Acquired Companies, or ( vii ) any failure in and of itself ( as distinguished from any change or effect giving rise to orcontributing to such failure ) by any Acquired Company to meet any projections or forecasts for any period ( it beingunderstood that the underlying causes of any such failure may be taken into account in determining whether there hasbeen any Material Adverse Effect )