definiens: means any Effect that, individually or in the aggregate, ( i ) has had or would reasonably be expectedto have a material adverse effect on the Purchased Assets taken as a whole or(ii ) could reasonably be expected to materially impair or delay the ability ofthe Seller to perform its obligation hereunder ; provided, however, that noneof the following shall be deemed in themselves, either alone or incombinations, to constitute, and none of the following shall be taken intoaccount in determining whether there has been, or will be, a Seller MaterialAdverse Effect : ( A ) any Effect relating to general economic conditions in theUnited States or foreign economies in any locations where the Seller and itsAffiliates have material operations relating to the Gestiva Business except tothe extent such Effect disproportionately affects the Seller and itsAffiliates, ( B ) any Effect attributable to conditions that generally affectthe industries in which the Seller and its Affiliates participate relating tothe Gestiva Business except to the extent such Effect disproportionatelyaffects the Seller and its Affiliates, taken as a whole and ( C ) any Effectthat results from actions taken by the Seller as required by this Agreement orat the written direction of the Acquiror