definiens: means any event, circumst ance, change or effect that has, or is reasonably e xpected to have, a material adverse effect on ( i ) the ability of Seller and the Acquired Companies to consummate the transactions contemplated hereby, or ( ii ) the Busin ess, Assets, results of operations or condition ( fi nancial or otherwise ) of the Acquired Companies, taken as a wh ole ; provided, however, that none of the following, either alone or in combination, shall be considered in det ermining whether there has been a : ( a ) events, circumstances, changes or effects that generally affect the industry or markets in which t he Acquired Companies operate ( including legal and regulatory c hanges ), ( b ) any change in 13 national or international political, economic or so cial conditions or the securities markets, includin g events, circumstances, changes or effects caused by any out break or escalation of war, act of foreign enemies, hostilities, terrorist activities, global health conditions ( inc luding any epidemic, pandemic, or disease outbreak ( including the COVID-19 virus ) ) or acts of nature, ( c ) any fai lure by the Acquired Companies to meet any estimate s or expectations of the Acquired Companies ’ revenue, ea rnings or other financial performance or results of operations for any period or any failure by the Acq uired Companies to meet any internal budgets, proje ctions, plans or forecasts of its revenues, earnings or oth er financial performance or results of operations ( it being understood that the underlying cause of such declin e, change or failure may be taken into account when determining whether a has occurred or would be reasonably likely to occur ), ( d ) changes or effects arising from or related to the a nnouncement of this Agreement and the identity of B uyer, ( e ) any changes in Laws or accounting requirements or p rinciples or the interpretations thereof, and ( f ) t he performance of the Acquired Companies of expressly required obligations of this Agreement, or ( y ) any written request by Buyer except, in the cases of clauses ( a ), ( b ), ( c ) and ( e ), to the extent the effects of s uch change, effect, circumstance or event are disproportionatel y adverse to the business, assets, operations or co ndition ( financial or otherwise ) of the Acquired Companies, taken as a whole, as compared to other companies i n the industry in which the Acquired Companies operate