definiens: means any change, development, effect, event, fact oroccurrence that has had or would reasonably be expected to have a material adverse effect ( a ) on the assets, liabilities, financial condition or results of operations of the Business, taken as a whole, ( b ) on the ability of theCompany to consummate the Acquisition or the other transactions contemplated by this Agreement or ( c ) on theability of the Company to perform its obligations under this Agreement and the Other Transaction Documents, in thecase of each of clauses ( b ) and ( c ), in a timely manner . For purposes of this Agreement, shall exclude any such change, development, effect, event, fact or occurrence to the extent resulting from(i ) changes, developments, effects, events or occurrences in the credit, financial or capital markets of, or theeconomy in general in the United States or in the global economy in general, including changes in interest orexchange rates, ( ii ) changes, effects, events or occurrences in applicable Law or applicable accounting regulations orprinciples or interpretations thereof or prospective changes in applicable Law or applicable accounting regulations orprinciples, or any changes or prospective changes in the interpretation or enforcement of any of the foregoing, or anychanges or prospective changes in general legal, regulatory, legislative or political conditions, ( iii ) changes, developments, effects, events or occurrences in general in any of the industries or geographic areas relating to theBusiness, ( iv ) the execution and delivery of this Agreement or any Other Transaction Document, the consummation ofthe Acquisition, the identity of, or any facts or circumstances relating to, Purchaser or its Affiliates or any action orinaction by Purchaser or its Affiliates ( other than any action or inaction taken in accordance with Section 7.08 ), or theannouncement or other publicity with respect to any of the foregoing ( including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, distributors, partners, employees, labor unions or regulators orany litigation resulting or arising therefrom ), ( v ) any acts or threats of terrorism, sabotage, military action or war(whether or not declared ) or any escalation or worsening of the foregoing, any hurricane, flood, tornado, earthquake, pandemics or natural disaster, or any other force majeure event, whether or not caused by any person, or any nationalor international calamity or crisis, ( vi ) the taking of, or failure to take, any action by the Company or any of itsAffiliates required by this Agreement or consented to or requested by Purchaser in writing, ( vii ) any actions taken byCompany or any of its Affiliates that are required by this Agreement to obtain approval or consent from anyGovernmental Entity in connection with the consummation of the Acquisition and the transactions contemplated bythis Agreement or ( viii ) the failure of the Company or the Business to meet any internal or external projections, estimates, budgets, predictions, plans, milestones or forecasts ( it being understood that the underlying facts givingrise or contributing to such change or such failure in clause ( viii ) may be taken into account in determining whetherthere has been a Company Material Adverse Effect if such facts are not otherwise excluded under this definition),except, in the cases of clauses ( i ), ( ii ), ( iii ) and ( v ), to the extent that the Business, taken as a whole, is materiallydisproportionately affected thereby as compared with other participants in the industries in which the Businessoperates ( in which case the incremental materially disproportionate impact or impacts may be taken into account indetermining whether a Company Material Adverse Effect has occurred, or is reasonably likely to occur )