definiens: means any state of facts, development, event, circumstance, condition, occurrence or effect that, individually or taken co llectively with all other facts, developments, even ts, circumstances, conditions, occurrences or effects, has, or would reasonably be expected to have, a mat erial adverse effect on ( a ) the business, assets, financial condi tion or results of operations of the Company and it s Subsidiaries taken as a whole, or ( b ) the ability of Seller to p erform its obligations hereunder and consummate the transactions contemplated hereby ; provided, however, for purpose s of clause ( a ) above, in no event shall any of the following be deemed to constitute, nor shall any of the follo wing be taken into account in determining whether t here has been or will be a Material Adverse Effect : ( A ) any changes generally affecting the indus tries in which the Company and its Subsidiaries ope rate, to the extent that they do not disproportionately a ffect the Company and its Subsidiaries, taken as a whole, compared to other companies operating in the princi pal industries in which the Company operates ; ( B ) any changes in the economy or the financi al or capital markets generally, including changes in interest or exchange rates, to the extent that they do not disproportionately affect the Company and i ts Subsidiaries, taken as a whole, compared to other companies opera ting in the principal industries in which the Compa ny operates ; ( C ) changes in applicable Law or accounting s tandards or interpretations thereof, or changes in general legal, regulatory or political conditions, to the extent that they do not disproportionately a ffect the Company and its Subsidiaries, taken as a whole, com pared to other companies operating in the principal industries in which the Company operates ; ( D ) acts of war ( whether or not declared ), sa botage, armed hostilities or terrorism, or any esca lation or worsening of any acts of war, sabotage, armed ho stilities or terrorism, to the extent that they do not disproportionately affect the Company and its Subsi diaries, taken as a whole, compared to other compan ies operating in the principal industries in which the Company operates ; ( E ) any failure by the Company to meet any in ternal or external projections, forecasts or revenu e or earnings predictions ( provided that the underlying cause of such failures ( subject to the other provis ions of this definition ) shall not be excluded ) ; ( F ) the announcement of the execution, or the pendency, of this Agreement or the performance of obligations under this Agreement ; or ( G ) actions or inactions consented to by Purc haser