definiens: means any change or event having ( or reasonably likely to have ) a material adverse effect on(a ) the business, assets, properties, results of operations or financial condition of the Business ( taken as a whole ), or ( b ) on theability of Seller to perform its obligations under or consummate the transactions contemplated by this Agreement ; provided, however, that the following shall not be taken into account in determining whether there has been or would be a : ( i ) the effect of any change in the United States or foreign economies or securities or financial markets ingeneral that does not disproportionately affect the Business in comparison to businesses operating in similar geographic regions;(ii ) the effect of any change that generally affects any industry or market in which the Business operates that does notdisproportionately affect the Business in comparison to businesses operating in similar industries or markets ; ( iii ) the effect ofany change arising in connection with earthquakes, hostilities, acts of war, sabotage or terrorism or military actions or anyescalation or material worsening of any such hostilities, acts of war, sabotage or terrorism or military actions existing orunderway as of the date hereof that does not disproportionately affect the Business in comparison to businesses operating insimilar geographic regions ; ( iv ) the effect of any action taken by Purchaser or its Affiliates with respect to the transactionscontemplated hereby or with respect to Seller ; ( v ) the effect of any changes in applicable Laws or accounting rules ; or ( vi ) anyeffect resulting from the announcement of this Agreement, compliance with terms of this Agreement or the consummation of thetransactions contemplated by this Agreement