definiens: means, with respect to any Person, any event, fact, condition, change, circumstance, occurrence or effect, which, either individually or in the aggregate with all other events, facts, conditions, changes, circumstances, occurrences or effects, ( a ) has had, or would reasonably be expected to have, amaterial adverse effect on the business, operations, properties, prospects, assets, Liabilities, value, condition(financial or otherwise ), licenses or results of operations of such Person or its Subsidiaries ( including with respect toSavsu, the Business, the Assumed Liabilities or the Contributed Assets ) or ( b ) does or would reasonably be expectedto materially impair or delay the ability of such Person to perform its obligations under this Agreement and theAncillary Documents or to consummate the transactions contemplated hereby and thereby ; provided, however, that aMaterial Adverse Effect will not include any adverse effect or change resulting from any change, circumstance oreffect relating to ( A ) the economy in general, ( B ) securities markets, regulatory or political conditions in the UnitedStates ( including terrorism or the escalation of any war, whether declared or undeclared or other hostilities ), ( C)changes in applicable Laws or ( D ) a natural disaster ( provided, that in the cases of clauses ( A ) through ( D ), thePerson is not disproportionately affected by such event as compared to other similar companies and businesses insimilar industries and geographic regions as such Person )