definiens: with respect to any entity or group of entities means any material event, change, condition or effect related to the condition ( financial or otherwise ), properties, assets ( including intangible assets ), liabilities, business, operations or results of operations of such entity or group of entities that is the subject matter of the applicable representation or warranty In this Agreement, any reference to a with respect to any entity or group of entities means any event, change or effect that, when taken individually or together with ail other adverse changes and effects, is or is reasonably likely to be materially adverse to the condition ( financial or otherwise ), properties, assets, liabilities, business or results of operations of such entity and its subsidiaries, taken as a whole, or to prevent or materially delay consummat ion of the transactions contemplated under this Agreement or otherwise to prevent such entity and its CONFIDENTIAL TREATMENT REQUESTED subsidiaries from performing their obligations under this Agreement other than any such event, change or effect, directly or indirectly, resulting from or arising in connection with general political, economic, financial, capital market or industry - wide conditions which do not have a disproportionate impact on the business of the Company taken as a whole