definiens: means, with respect to a Seller Party, any change, effect, event, occurrence or development that, individually or in the aggregate, has had or would reasonably be expected to have, a materialadverse effect on the assets, business, results of operations or condition ( financial or otherwise ) of such Seller Party or on theability of the Seller Party to consummate any of the transactions contemplated hereby, or any event or condition that would, with or without the passage of time, constitute a material adverse effect, other than a change, effect, event, occurrence ordevelopment resulting from ( i ) any change in the general economic condition of the economy in the United States or in anyother jurisdiction in which Seller conducts the Business or has operations related thereto, except to the extent such changedisproportionately affects Seller, taken as a whole, relative to the competitors of Seller in the Field, ( ii ) the effect of anyeconomic change that affects the industry as a whole in which Seller operates the Business ( other than as may arise or resultfrom regulatory action by a Governmental Entity ), except to the extent such change disproportionately affects Seller, taken asa whole, relative to the competitors of Seller in the Field, ( iii ) failure, in and of itself, by the Seller Parties to meet anypublished or internal projections, forecasts or revenue or earnings predictions ( it being understood that the facts oroccurrences giving rise to or contributing to such failure may be deemed to constitute, or be taken into account in determiningwhether there has been, or will be, a Material Adverse Effect ) and ( iv ) any action required to be taken by this Agreement