definiens: shall mean any change, circumstance, event or effect that has had or is reasonably likely tohave in the future, individually or in the aggregate, a material adverse effect on ( i ) the condition ( financial or otherwise ) orresults of operation of the Product Business or the Purchased Assets or ( ii ) the ability of Seller to consummate the transactionscontemplated by this Agreement ; provided that no changes, circumstances, events or effects resulting from or arising out ofthe following shall be taken into account in determining whether a Material Adverse Effect has occurred : ( a ) the publicannouncement of the entering into of this Agreement or the other Ancillary Agreements or the pendency of the transactionscontemplated hereby or thereby ( including any cancellation or delay of customer orders, any reduction in sales, anydisruption in supplier, partner or similar relationships or any loss of employees ), ( b ) the performance by Seller of any action, or the failure to take any action, in each case at Purchaser ’s written request ( including email ) pursuant to this Agreement or theother Ancillary Agreements, ( c ) general economic conditions, ( d ) general conditions in the industry in which the ProductBusiness is conducted, ( e ) changes in GAAP or Applicable Law which have general application, ( f ) the failure of the businessto meet any internal projections or forecasts of revenue or earnings ( provided that the underlying cause of such failure shall betaken into account unless such cause is otherwise included in clause ( a ) through ( e ), or ( g ) ), or ( g ) fire, flood, tornado, earthquake or other acts of nature, acts of terrorism or sabotage, war, regional, national or international calamity, militaryaction or any other similar event or any escalation or worsening thereof after the date hereof, except to the extent, in the caseof the foregoing clauses ( c ) through ( e ), such changes, circumstances, events or effects referred to therein have a materiallydisproportionate impact on the Product Business relative to the industry in which the Product Business competes as a whole