definiens: means any circumstance, change in or effect on th e Business, the Purchased Ass ets or [COMPANY] Corp. that, individually or in the aggr egate with all other circumstances, changes in or e ffects on the Business, the Purchased Assets or [COMPANY] Corp. : ( a ) is or is reasonably likely to be materially adve rse to the business, operations, assets or liabilities ( including contingent liabilities ), emp loyee relationships, customer or supplier relationships, results of operations or th e condition ( financial or otherwise ) of [COMPANY] Corp., the Business, or to the Purchased Assets or to the Assumed Liabil iti es ; or ( b ) is reasonably likely to materially adver sely effect the ability of Purchaser to operate or conduct the Business or the Purchased Assets in the manner in w hich it is currently conducted by [COMPANY] Corp. ; provided, howev er, that none of the followi ng shall be considered in determining whether a has occurred : ( w ) any changes, conditions or effects i n the United States economy ; ( x ) changes, conditions or effects that generally affect the industry in which the Bus iness operate s ; or ( y ) conditions caused by acts of terrorism or wa r ( whether or not declared ) ; provided, further, h owever, that any change, condition or effect referred to in clau ses ( w ), ( x ) or ( y ) immediately above shall be take n into account in determining wheth er a Material Adverse Effect has occurred only to t he extent that such change, condition or effect has a disproportionate effect on the Busines s compared to other participants in the industry in which the Business operates