definiens: means with respect to either Seller or Sellers, and with respect to any matter inquestion, the actual knowledge of any of either Seller ’s officers or members of its board of directors, including withoutlimitation Maurizio Vecchione, Barry Hall, Jack Zeineh, Steve Barbee and Eric Stoppenhagen, after reasonable inquiry, andshall include all similar uses of the concept, including and means any circumstance, event, change in, or effect on, the Business orSellers that, either alone or in combination with any other circumstances, events, changes in, or effects on, the Business orSellers is, or would reasonably be expected to have a material adverse effect on ( a ) the Business, the Purchased Assets or theAssumed Liabilities or ( b ) the ability of Sellers to consummate the transactions contemplated by this Agreement ; provided, however, that none of the following shall be deemed to constitute or be taken into account in determining whether there hasbeen or will or could be a : ( w ) any change resulting from or arising out of general market, economic or political conditions ( including any change arising out of acts of war, weather conditions or other force majeureevents ), ( x ) any change in the price or trading value of Parent ’s securities, in and of itself, ( y ) any change in the industries inwhich Sellers conduct their Business or ( z ) any change resulting from any matter disclosed in ( i ) the SEC Filings, ( ii ) Sellers’2006 operating forecast attached as Schedule 1.1(b ) or ( iii ) the Sellers ’ Disclosure Letter ; provided that in the case of clauses(w ) or ( y ), such changes do not have a substantially disproportionate impact on the Business as compared to other similarlysituated participants in the industries in which Sellers conduct the Business