definiens: means any event, circumstance, change or effect that, individually or in the aggregatewith all other events, circumstances, changes or effects, would reasonably be expected to have a material adverse effect on thefinancial condition, properties, assets, liabilities, businesses, operations or results of operations of Company, includingwithout limitation, receipt of a subpoena or indictment regarding an allegation or claim involving or alleging false orfraudulent claims or for or in connection with any violation of any law related to any Governmental Program ; provided, however, that any effect arising out of or resulting from the following shall not be taken into account in determining whether aMaterial Adverse Effect has occurred : ( a ) conditions ( or changes therein ) in the U.S. or global economy, in each case that donot have a materially disproportionate effect ( relative to other industry participants ) on the Business or Company, ( b ) changesin applicable law, GAAP or general business, Tax, regulatory or political conditions that, in each case, generally affect thecountries, geographic regions, markets or industries in which Company conducts its Business, that do not have a materiallydisproportionate effect ( relative to other industry participants ) on the Business or Company, ( c ) any effect resulting from thepublic announcement of this Agreement, compliance with the terms of this Agreement or the consummation of thetransactions contemplated by this Agreement, ( d ) the direct result of any interaction between Buyer or any of its Affiliates, onthe one hand, and any third party, on the other hand ( other than an action taken in express compliance with this Agreement orwith the Representative ’s prior written consent ), ( e ) any effect resulting from an act of war or terrorism, and/or ( f ) inconnection with the preparation of the SEC Financial Statements, any adjustment of less than $ 500,000 in the aggregate toCompany ’s bad debt expenses for any period up to and including the Closing Date