definiens: shall mean any circumstance, condition, effect, event, change or occurrence that, individually or in the aggregate, has or would reasonably be expected to have a material adverse impact or effect on:(a ) the ability of Sellers to perform their obligations hereunder or to consummate the transactions contemplated by thisAgreement or ( b ) the business, financial condition, properties, assets or results of operations of the TransferredEntities taken as a whole ; provided, however, that no change or effect shall constitute a Material Adverse Effect tothe extent ( and only to the extent ) it results from:(i ) changes in conditions generally affecting any or all of the industries in which the Transferred Entitiesoperate;(ii ) general political, economic or business conditions or changes therein ( including the commencement, continuation or escalation of a war, armed hostilities or other international or national calamity or acts ofterrorism);(iii ) general financial or capital market conditions, including interest rates, the availability of debt financing orcurrency exchange rates ; or changes to any of the foregoing;(iv ) any earthquake, hurricane or other natural disaster, weather - related event or act of god;(v ) any changes in applicable Law, rules, regulations, or GAAP, or other accounting standards applicable tothe Business, or authoritative interpretations thereof, from and after the date of this Agreement;(vi ) the announcement of the potential sale of the Business or any portion thereof ; the negotiation, execution, announcement, existence or performance of this Agreement or the transactions contemplated by this Agreement;the consummation of the -10 - transactions contemplated by this Agreement ; or changes or actions resulting from any of the foregoing, includingimpacts on relationships with customers, suppliers, employees, labor organizations, or governmental entities;(vii ) any action or omission required pursuant to the terms of this Agreement, or pursuant to the writtenrequest of Purchasers, or any action otherwise taken by Purchasers or any of their Affiliates ; and(viii ) any failure of Sellers, the Transferred Entities or the Business to meet financial projections or anyestimates of revenues or earnings ; provided, that the underlying causes of such failures shall not be excludedunder this clause ( viii);provided, further, that, in the cases of clauses ( i)-(iv ), in each case to the extent that such change or effect does notdisproportionately affect the Transferred Entities, taken as a whole, in relation to others in the same business as theTransferred Entities