definiens: means any circumstance, development, effect, event, change, condition, occurrence or state of facts which ( a ) has been, or reasonably could beexpected to be, material and adverse with respect to the condition ( financial or otherwise),assets, properties, Liabilities, rights, results, operations or prospects of the Business ascurrently conducted or the Transferred Assets, or ( b ) materially impairs, or reasonably couldbe expected to materially impair, the ability of Seller to consummate the Transactions or toperform its obligations under this Agreement ; provided, however, that the following shall notbe deemed to constitute, and shall not be taken into account in determining whether therehas been, a Material Adverse Effect : ( a ) any adverse effect resulting directly or indirectlyfrom general business or economic conditions ; ( b ) any adverse effect resulting directly orindirectly from conditions generally affecting any industry or industry sector in which theBusiness as currently conducted operates or competes ; ( c ) any adverse effect resultingdirectly or indirectly from the announcement, execution or delivery of this Agreement or thependency or consummation of the Transactions ; or ( d ) any adverse effect resulting directlyor indirectly from any change in accounting requirements or principles or any change inapplicable Laws or the interpretation thereof ( except that the conditions in clauses ( a ) and ( b)shall be taken into account to the extent they have adversely affected the Business to agreater degree than they have affected the business of other companies that conductbusiness in the same industry or sector as the Business