definiens: means any effect, change, condition, fact, development, occurrence or eventthat, individually or in the aggregate with all other effects, changes, conditions, facts, developments, occurrences orevents, has had or would reasonably be expected to have a material adverse effect on the business, results ofoperations or financial condition of Parent and its Subsidiaries, taken as a whole, excluding any effect, change, condition, fact, development, occurrence or event resulting from or arising out of ( A ) changes in the financial, securities or credit markets or general economic, regulatory or political conditions in the United States or any foreignjurisdiction, except to the extent any such effect, change, condition, fact, development, occurrence or event has amaterially disproportionate effect on Parent and its Subsidiaries, taken as a whole, relative to other participants in theindustries in which Parent operates, ( B ) changes or conditions generally affecting the industries, markets orgeographical areas in which Parent operates except to the extent any such effect, change, condition, fact, development, occurrence or event has a materially disproportionate effect on 11Parent and its Subsidiaries, taken as a whole, relative to other participants in the industries in which Parent operates,(C ) geopolitical conditions, the outbreak or escalation of hostilities, civil disobedience, acts of war, sabotage orterrorism or any escalation or worsening of the foregoing or any natural disasters ( including hurricanes, tornadoes, floods or earthquakes ) except to the extent any such effect, change, condition, fact, development, occurrence orevent has a materially disproportionate effect on Parent and its Subsidiaries, taken as a whole, relative to otherparticipants in the industries in which Parent operates, ( D ) any failure by Parent and its Subsidiaries to meet anyinternal or published projections, forecasts or predictions in respect of financial or operating performance for any futureperiod ( it being understood that this clause ( D ) shall not prevent a Party from asserting that any effect, change, condition, fact, development, occurrence or event that may have contributed to such failure and that are not otherwiseexcluded from the definition of Parent Material Adverse Effect may be taken into account in determining whether therehas been a Parent Material Adverse Effect ), ( E ) changes or proposed changes in Law or authoritative interpretationthereof, except to the extent any such effect, change, condition, fact, development, occurrence or event has amaterially disproportionate effect on Parent and its Subsidiaries, taken as a whole, relative to other participants in theindustries in which Parent operates, ( F ) changes in GAAP or authoritative interpretation thereof, ( G ) the taking of anyspecific action expressly required or expressly permitted by, or the failure to take any specific action expresslyprohibited by this Agreement, ( H ) any change in the market price or trading volume of Parent ’s securities or in itscredit ratings, ( it being understood that this clause ( H ) shall not prevent a Party from asserting that any effect, change, condition, fact, development, occurrence or event that may have contributed to such failure and that are nototherwise excluded from the definition of Parent Material Adverse Effect may be taken into account in determiningwhether there has been a Parent Material Adverse Effect ) and ( I ) the execution, announcement or performance of thisAgreement or the transactions contemplated hereby, including the impact thereof on the relationships, contractual orotherwise, of Parent or any of its Subsidiaries with employees, labor unions, customers, suppliers or partners(provided that the exception in this clause ( I ) shall not apply to any representation or warranty contained inSection 5.04 )