definiens: means any change, circumstance oreffect that is materially adverse to ( i ) the business, assets ( includingintangible assets ), financial condition, results of operations or prospects ofthe Company and the Subsidiaries taken as a whole ; provided, however, thatMaterial Adverse Effect shall exclude any change, circumstance or effect as andto the extent such change, circumstance or effect is directly attributable to orresults from ( A ) public or industry knowledge of the transactions contemplatedby this Agreement ( including any resulting action or inaction by the Company'sand the Subsidiaries ' employees, customers and vendors ) or ( B ) general economicconditions ( provided that any such change, circumstance or effect does notdisproportionately affect the Company or the Subsidiaries ) or other conditionsgenerally affecting the industries in which the Company and the Subsidiariescompete ( provided that any such change, circumstance or effect does notdisproportionately affect the Company or the Subsidiaries ) ; or ( ii ) the abilityof the Seller to consummate the transactions contemplated by this Agreement