definiens: means a material adverse effect on the business, assets, properties, results of operations or condition of the Business ( taken a s a whole ) ; provided, however, that the following s hall not be taken into account in determining whether there has been or would be a : ( i ) the effect of any change in the United States or foreign econo mies or securities or financial markets in general that does not materially and disproportionately affect the Bu siness relative to other companies in the industry of the Business ; ( ii ) the effect of any change that genera lly affects any industry in which Seller operates b ut that does not materially and disproportionately affect the Bu siness relative to other companies in the industry of the Business ; ( iii ) the effect of any change arising in connection with earthquakes, hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such hostilities, acts of war, sabotage or terrorism or military actions existing or underway as of the Effective Date, to the extent any or all of foregoing does not materially disproportionately af fect the Business relative to other companies in th e industry of the Business ; ( iv ) any effect resulting from the entry into this Agreement ( including compliance wi th its terms and the identity of Purchaser ) or the announcement or consummation of the transactions contemplated he reby ; or ( v ) the effect of any changes in applicable Laws