definiens: shall mean an event, development, change, effect or occurrence that, individually or together with any otherevent(s ), development(s ), change(s ), effect(s ) or occurrence(s ), has had or would reasonably be expected to have a material adverse effecton the assets, liabilities, financial condition or results of operation of the Business, taken as a whole ; provided, however, that no event, development, change, effect or occurrence resulting from or 9arising out of any of the following shall be deemed to constitute, or shall be taken into account in determining whether there has been orwould reasonably be expected to be, a : ( a ) changes in general United States or global economic, monetary, orfinancial conditions, including changes in prevailing interest rates, credit markets, or financial market conditions ; ( b ) changes in conditionsgenerally affecting the industries in which the Business operates in the United States or globally ; ( c ) changes in general United States orglobal political or social conditions, including the outbreak or escalation of war or acts of terrorism ; ( d ) earthquakes, hurricanes, tsunamis, tornadoes, floods, forest fires or other natural disasters ; ( e ) changes ( or prospective changes ) in any applicable Law or applicable Orderissued by a Governmental Entity ( including with respect to reimbursement policies ), GAAP or any authoritative interpretation, implementationor enforcement of any of the foregoing ; ( f ) any failure of the Business to meet any internal or other projections, forecasts, estimates orpredictions of revenue, earnings or other financial or operating metrics for any period ( it being understood that the underlying facts andcircumstances giving rise or contributing to such failure that are not otherwise excluded from the definition of Material Adverse Effect may betaken into account in determining whether there is, has been or would reasonably be expected to be, a Material Adverse Effect ) ; ( g ) theexecution, announcement or pendency of this Agreement, the Ancillary Agreements, the transactions contemplated hereby or thereby or theidentity of, or any facts or circumstances relating to, Purchaser or any of its Affiliates, including the impact of any of the foregoing on therelationships of the Business with customers, partners, suppliers, employees, contractors, labor organizations, Governmental Entities orother business relations ( it being understood and agreed that the foregoing shall not apply with respect to the representations and warrantiescontained in Section 3.3 and Section 3.11(f ) to the extent that they are expressly intended to address the consequences of the execution, delivery or performance of this Agreement or any Ancillary Agreements or the consummation of the transactions contemplated hereby orthereby or with respect to the condition to Closing contained in Section 8.2(a ), to the extent it relates to such representations andwarranties ) ; ( h ) ( i ) any action required or expressly contemplated to be taken by this Agreement or taken by any Party or any of its Affiliateswith the prior written consent or at the written request of the other Party, or taken by Purchaser or any of its Affiliates with respect to theSale or the other transactions contemplated by this Agreement or the Ancillary Agreements ( including any action required by, or condition orother term imposed by, the FTC in connection with the Consent Order ) or ( ii ) any failure to act to the extent expressly prohibited by thisAgreement ; ( i ) any Excluded Asset or Excluded Liability ; ( j ) any reduction in the credit rating of Seller ( it being understood that the underlyingfacts and circumstances giving rise or contributing to such reduction that are not otherwise excluded from the definition of Material AdverseEffect may be taken into account in determining whether there is, has been or would reasonably be expected to be, a Material AdverseEffect ) ; ( k ) any Government Shutdown ; or ( l ) any actual or potential break - up of any existing political or economic union of or within anycountry or countries or any actual or potential exit by any country or counties from, or suspension or termination of its or their membershipin, any such political or economic union ( including, for the avoidance of doubt, ) ; except in the case of each of clauses ( a ), ( b ), ( c),(d ), ( e ), ( k ) or ( l ), to the extent that any such event, development, change, effect or occurrence has a disproportionate adverse effect on theBusiness, in each case, taken as a whole, relative to the adverse effect such event, development, change, effect or occurrence has on othercomparable businesses in the industry or markets in which the Business operates