definiens: means any change, state of facts, circumstance, event or effect that, individually or in the aggregate, is materially adverse to, ( A ) the financial condition, properties, assets, liabilities, obligations ( whether accrued, absolute, contingent or otherwise ), businesses or results of operationsof the Buyer Entities ( taken as a whole ) or the Buyer Business and/or ( B ) the ability of the Buyer to perform itsobligations under this Agreement ; provided, however, that, solely with respect to clause ( A ), any change, state offacts, circumstance, event or effect to the extent arising from or related to ( i ) conditions generally affecting the UnitedStates economy or generally affecting one or more industries in which the Buyer Entities operate, ( ii ) national orinternational political or social conditions, including terrorism or the engagement by the United States in hostilities oracts of war, ( iii ) changes in Law or in GAAP or other accounting requirements after the date of this Agreement,(iv ) any action taken or failed to be taken as expressly and specifically required or permitted in accordance with thisAgreement or at the express and specific request of, or expressly and specifically consented to by, the Company(provided, it is understood and agreed that actions taken by the Buyer in accordance with Section 4.10(a ) to conduct(or cause the conduct ) of its business operations in the ordinary course consistent with past practice shall not beexcluded in determining whether a Buyer Material Adverse Effect has occurred ), or ( v ) the execution or delivery of thisAgreement, the consummation of the transactions contemplated by this Agreement or the public announcement orother publicity with respect to any of the foregoing, in each case, shall not be taken into account in determiningwhether a Buyer Material Adverse Effect has occurred or would reasonably be expected to occur ; provided, that, ifsuch change, state of facts, circumstance, event or effect referred to in clauses ( i ), ( ii ) or ( iii ) of this definition have adisproportionately adverse effect on the Buyer Entities ( taken as a whole ) or the Buyer Business, as compared toother Persons in the industries in which the Buyer Entities operate, then the incremental disproportionate effect ofsuch change, state of facts, circumstance, event or effect shall be taken into account in determining whether a BuyerMaterial Adverse Effect has occurred or would reasonably be expected to occur