definiens: means any event, occurrence, fact, effect, condition, state of facts, development or change that is, or wouldreasonably be expected to be, individually or in the aggregate, materially adverse to : ( a ) the Business or the results of operations, financialcondition or assets of the Companies ; or ( b ) the ability of Sellers to consummate the Contemplated Transactions on a timely basis ; provided, however, that any changes or events resulting from the following items shall not be considered when determining whether a Material AdverseEffect has occurred : ( a ) changes in economic, political, regulatory, financial or capital market conditions generally or in the industries inwhich the Companies operate, ( b ) any acts of war, sabotage, terrorist activities or changes imposed by a Governmental Authority associatedwith additional security, ( c ) effects of weather or meteorological events, ( d ) any change of Law, accounting standards, regulatory policy orindustry standards after the date hereof, ( e ) the announcement, execution, delivery or performance of this Agreement or the consummationof the Contemplated Transactions, including any event, change, occurrence or effect with respect to any Company ’s customers, suppliers, vendors or other Persons and ( f ) any failure, in and of itself, by any Company to meet any published or internal projections, forecasts orrevenue or earnings projections for any period ( it being understood that the facts and circumstances underlying any such failure that are nototherwise excluded from the definition of a may be considered in determining whether there has been a MaterialAdverse Effect ) ; provided, further, that in the case of clauses ( a ), ( b ), ( c ) or ( d ) above, if such change, effect, event, occurrence, state offacts or development disproportionately affects the Companies as compared to other Persons or businesses that operate in the industry inwhich the Companies operate, then the disproportionate aspect of such change, effect, event, occurrence, state of facts or developmentmay be taken into account in determining whether a Material Adverse Effect has occurred or will occur