definiens: means with respect to the Business or the Seller Parties, any change, circumstance or event which, individually or in the aggregate with any other change, circumstance or e vent, is material and adverse to ( i ) the ability of Seller t o consummate the transactions contemplated by this Agreement or ( ii ) the business, assets, properties, operation s, earnings or financial condition of the Business or the Seller Parties, taken as a whole ; provided, that in determ ining whether there has been a Material Adverse Eff ect, any adverse effects directly resulting from or directly attributable to any of the following ( either alone or in combination with other such like circumstances or e vents ) shall be disregarded : ( a ) changes in general economic conditions in the United States ( except to the exte nt such changes affect the Business in a disproport ionate manner to similarly situated businesses in the indu stry ) ; ( b ) changes in the general conditions in the industry in which the Business operates ( except to the extent s uch changes affect the Business in a disproportiona te manner to similarly situated businesses in the industry ) ; ( c ) the announcement or pendency of this Agreement, including the impact thereof on relationships, contractual or otherwise, with employees, customers, suppliers, d istributors or partners ; ( d ) any changes in applicable laws or accounting rules or the enforcement, implementation or interpretation thereof ( except to the extent such c hanges affect the Business in a disproportionate ma nner to similarly situated businesses in the industry ) ; and ( e ) any failure by the Business to meet any intern al or published projections, forecasts or revenue or earn ings predictions ( provided that the underlying caus es of such failures ( subject to the other provisions of this d efinition ) shall not be excluded )