definiens: means any change, event, development, circumstance or effect ( each, an ) that, individually or taken together with all other Effects is, or would be reasonably expected to be materially adverseto the business, financial condition, properties or results of operations of the Company ; provided, however, that, indetermining whether there has been a Material Adverse Effect or whether a Material Adverse Effect would occur, thisdefinition shall exclude any material adverse effect to the extent arising out of, attributable to, or resulting from : ( a)actions or inactions taken by the Company in compliance with the terms of this Agreement ; ( b ) changes in conditionsgenerally affecting the industry in which the Company conducts its business ( unless such changes affect theCompany in a materially disproportionate manner compared to other companies in the Company ’s industry ) ; ( c)changes in general economic, political or financial market conditions ( unless such changes affect the Company in amaterially disproportionate manner compared to other companies in the Company ’s industry ) ; and ( d ) any outbreak orescalation of hostilities ( including, without limitation, any declaration of war by the U.S. Congress ) or acts of terrorism