definiens: shall mean, with respect to Seller, any change, effect, event, circu mstance, occurrence or state of facts that, individually or in the aggregate, is or would reasonably be expecte d to be materially adverse to ( i ) the business, results of operations or condition ( financial or otherwise ) of the Business, the Products, the Purchased Assets and the Assumed Liabilities, taken as a whole, or ( ii ) the ability of Seller or its Affiliates to consummate the transactions contempla ted by this Agreement and the Ancillary Agreements ; provided, that none of the following changes, effec ts, events, circumstances, occurrences or states of facts shall be deemed, either alone or in combination, to constitu te a Material Adverse Effect, or be taken into acco unt in determining whether there has been or would reasona bly be expected to be a Material Adverse Effect : ( a ) changes or effects in the general economic conditions or th e securities, syndicated loan, credit or financial markets in the Territory ; ( b ) changes in GAAP ; ( c ) changes or effe cts, including legal, tax or regulatory changes, th at generally affect the industry in which the Business operates in the Territory ; ( d ) changes or effects that arise out of or are attributable to the commencement, occurrence, conti nuation or intensification of any war, sabotage, ar med hostilities or acts of terrorism in the Territory ; ( e ) earthquakes, hurricanes or other natural disast ers in the Territory ; ( f ) any failure by the Business to meet internal pr ojections, plans or forecasts for any period ( it be ing understood that the facts or occurrences giving rise or contri buting to any such failure may be deemed to constit ute, or be taken in to account in determining whether there ha s been or would reasonably be expected to be, a Mat erial Adverse Effect ) ; or ( g ) changes or effects that dir ectly arise out of or are directly attributable to the negotiation, execution, public announcement or performance of th is Agreement or the compliance with the provisions thereof, including the impact thereof on relationships, cont ractual or otherwise, with customers, suppliers, di stributors, partners or employees ; ( h ) any matter disclosed in the Schedules to this Agreement solely to the exten t reasonably apparent from the face of the Schedule, except, in the case of clauses ( a ) and ( c ), to the extent such change, effect or event has a disproportionate adverse effect on t he 4 business, results of operations or condition ( finan cial or otherwise ) of the Business, the Products, t he Purchased Assets and the Assumed Liabilities, taken as a whol e, relative to other participants carrying on a sim ilar business in the industry in which the Business operates in t he Territory