definiens: means any change, occurrence, event, circumstance, development or effect that, individually or in the aggregate with all other changes, occurrences, events, circumstances, developments or effec ts occurring that has a material adverse effect on the business, assets, liabilities, capitalization, financial condition or results of operations of the Company ; provided, however, that none of the following shall be deemed either alone or in combination with any of the following to constitute a Company Material Adverse Effect : ( i ) any adverse effect that results from general economic, business, financial or market conditions ; ( ii ) any adverse effect that results from conditions in any of the industries or industry sectors in which the Company operates ; ( iii ) any adverse effect resulting from any act of terrorism, war, national or international calamity pandemic, epidemic or disease outbreak ( including the COVID -19 Pandemic ) ; ( iv ) any adverse effect resulti ng from any changes in GAAP ; or ( v ) any failure to meet internal projections, estimates or forecasts of revenues, earnings, or other measures of financial or operating performance for any period ( except that the underlying causes, 2 facts and circumsta nces of such failure may, to the extent not otherwise described in clauses ( i ) through ( iv ), constitute, or be taken into account in determining whether there is, or has been, a Company Material Adverse Effect ) ; provided, however, that any adverse effect r eferred to in clauses ( i ) through ( iv ) immediately above shall be taken into account in determining whether a Company Material Adverse Effect has occurred to the extent that such adverse effect has a disproportionate effect on the Company compared to compa nies in the industries in which the Company conducts its businesses . For the avoidance of doubt, the terms, or as used in this Agreement with an initial lower case shall have their respective customary and ordinary meanings, without regard to the meanings ascribed to Company Material Adverse Effect in the prior sentence of this paragraph