definiens: means any event, change, occurrence or effect that ( i ) has had or would reasonably be expected to have a material adv erse effect on the business, the assets, liabilitie s, financial condition or results of operations of Purchaser, ta ken as a whole or ( ii ) would reasonably be expected to prevent, materially delay or materially impede the performan ce by Purchaser of its obligations under this Agree ment or the consummation of the transactions contemplated hereb y, in each case, other than any event, change, occu rrence or effect resulting from ( A ) changes in general econom ic, financial market, business or geopolitical cond itions provided that such changes do not materially and di sproportionately affect Purchaser relative to other entities in the industry, ( B ) changes in any applicable Laws or applicable accounting regulations or principles or interpretations thereof, provided that such changes do not materially and disproportionately affect Pu rchaser relative to other entities in the industry, ( C ) any outbreak or escalation of hostilities or war or an y act of terrorism, ( D ) the public announcement of this Agreement and t he Related Documents and the transactions contempla ted hereby and thereby or the identity of the Seller, ( E ) compliance with this Agreement, including any ef fect on Purchaser resulting from failure to take any action to which Purchaser sought and the Seller refused c onsent under this Agreement, including the impact thereof on the relationships of Purchaser with customers, supplie rs, distributors, consultants, employees or Contractors or other third parties with whom Purchaser has any relationship, and ( F ) any failure by Purchaser to m eet any internal or external projections or forecas ts ( provided that this clause ( F ) shall not prevent a determinat ion that the change or event or other facts or occu rrences giving rise to or contributing to such failure has resulte d in a Purchaser Material Adverse Effect )