definiens: shall mean any event, change or effect that, when taken individually or together with all other adverse events, changes and effects ( a ) would reasonably be expected to be materially adverse to the condition ( financial or otherwise ), assets, business or operations of the Program, the Acquired Assets and the Products, taken as a whole, or ( b ) would pr event or be materially adverse to Seller ’s ability to consummate the transactions contemplated by this Agreement and the Ancillary Agreements ; provided, however, that any events, changes or effects will not be deemed to co nstitute a Material Adverse Effect to the extent re sulting from ( i ) general economic, political or market condition s ; ( ii ) any failure by Seller or the Program to mee t internal projections or forecasts for any period ( provided t hat the underlying causes of such failure may, to t he extent applicable, be considered in determining whether th ere has been a Material Adverse Effect ) ; ( iii ) any Force Majeure ; ( iv ) changes in any Law applicable to Sell er or the Program or applicable accounting regulati ons or principles or the interpretation thereof ; or ( v ) an y action required or permitted by this Agreement or the Ancillary Agreements or any action taken ( or omitted to be ta ken ) with the written consent of or at the written request of Buyer, but in the case of each of clauses ( i)-(v ), only to the extent that such changes or conditions do not have a materially disproportionate effect on the Program, the Acquired Assets and the Products, taken as a wh ole, compared with other comparable industry participant s