definiens: means any effect, change, condition, fact, development, occurrence or eventthat, individually or in the aggregate with all other effects, changes, conditions, facts, developments, occurrences orevents, has had or would reasonably be expected to have a material adverse effect on the business, results ofoperations or financial condition of Parent and its Subsidiaries, taken as a whole, excluding any effect, change, condition, fact, development, occurrence or event resulting from or arising out of ( A ) changes in the financial, securities or credit markets or general economic, regulatory or political conditions in the United States or any foreignjurisdiction, except to the extent any such effect, change, condition, fact, development, occurrence or event has amaterially disproportionate effect on Parent and its Subsidiaries, taken as a whole, relative to other participants in theindustries in which Parent operates, ( B ) changes or conditions generally affecting the industries, markets orgeographical areas in which Parent operates except to the extent any such effect, change, condition, fact, development, occurrence or event has a materially disproportionate effect on Parent and its Subsidiaries, taken as awhole, relative to other participants in the industries in which Parent operates, ( C ) geopolitical conditions, the outbreakor escalation of hostilities, civil disobedience, acts of war, sabotage or terrorism or any escalation or worsening of theforegoing or any natural disasters ( including hurricanes, tornadoes, floods or earthquakes ) except to the extent anysuch effect, change, condition, fact, development, occurrence or event has a materially disproportionate effect onParent and its Subsidiaries, taken as a whole, relative to other participants in the industries in which Parent operates,(D ) any failure by Parent and its Subsidiaries to meet any internal or published projections, forecasts or predictions inrespect of financial or operating performance for any future period ( it being understood that this clause ( D ) shall notprevent a Party from asserting that any effect, change, condition, fact, development, occurrence or event that mayhave contributed to such failure and that are not otherwise excluded from the definition of Parent Material AdverseEffect may be taken into account in determining whether there has been a Parent Material Adverse Effect ), ( E)changes or proposed changes in Law or authoritative interpretation thereof, except to the extent any such effect, change, condition, fact, development, occurrence or event has a materially disproportionate effect on 12Parent and its Subsidiaries, taken as a whole, relative to other participants in the industries in which Parent operates,(F ) changes in GAAP or authoritative interpretation thereof, ( G ) the taking of any specific action expressly required orexpressly permitted by, or the failure to take any specific action expressly prohibited by this Agreement ( provided thatthe exception in this clause ( G ) shall not apply to any representation or warranty contained in Section 5.04 ), ( H ) anychange in the market price or trading volume of Parent ’s securities or in its credit ratings(it being understood that thisclause ( H ) shall not prevent a Party from asserting that any effect, change, condition, fact, development, occurrenceor event that may have contributed to such failure and that are not otherwise excluded from the definition of ParentMaterial Adverse Effect may be taken into account in determining whether there has been a Parent Material AdverseEffect ) and ( I ) the execution, announcement or performance of this Agreement or the transactions contemplatedhereby, including the impact thereof on the relationships, contractual or otherwise, of Parent or any of its Subsidiarieswith employees, labor unions, customers, suppliers or partners ( provided that the exception in this clause ( I ) shall notapply to any representation or warranty contained in Section 5.04 )