definiens: means any Change that has a material adverseeffect on ( a ) the business, assets ( whether tangible or intangible ), liabilities, financialcondition, operations or results of operations of the Acquired Companies, taken as awhole, or ( b ) the ability of the Seller to consummate timely the transactionscontemplated by this Agreement ; provided that none of the following shall bedeemed, either alone or in combination, to constitute, and none of the following shallbe taken into account in determining whether there has been, a Material AdverseEffect : ( i ) any Change generally affecting economic, regulatory or politicalconditions, ( ii ) any Change generally affecting the financial, credit, securities orother capital markets in the United States or any foreign jurisdiction, ( iii ) any Changegenerally affecting the industry in which the Acquired Companies operate, ( iv ) anyhurricane, tornado, flood, earthquake, tsunami, volcanic eruption or other naturaldisaster, ( v ) any Change occurring in national or international political conditions, including acts of war, sabotage or terrorism, or any escalation or worsening of anysuch acts of war, sabotage or terrorism, ( vi ) any Change occurring after the date ofthis Agreement in applicable Law or generally accepted accounting principles, ( vii)the public announcement of the execution of this Agreement and ( viii ) any failure tomeet any internal or published projections, forecasts or revenue or earningspredictions for any period ending on or after the date of this Agreement ( but not thefacts or circumstances underlying or giving rise to such failure ), except, withrespect to the foregoing clauses ( i ) through ( vi ), to the extent that the effects of anysuch matter are, or would reasonably be expected to be, disproportionately adverseto the business, financial condition, operations or results of operations of theAcquired Companies, taken as a whole, as compared to other companies operatingin the industries and markets in which the Acquired Companies operate