definiens: means any change, effect or circumstance ( such item, an " Effect ' ) that ( a ) is, or reasonably could be expected to be, materially adverse to the Business Assets, financial condition or results of operations of the Business ; provided, however, that in no event shall any of the following be taken into account in determining whether there has been or will be a Material Adverse Effect on the Business : ( i ) any Effect that is the result of general market or political factors or economic factors affecting the economy as a whole, ( ii ) any Effect that is the result of factors generally affecting the industry or specific markets in which the Business competes ( which Effect in the case of each of ( i ) and ( ii ) does not disproportionately affect Seller in any material respect ), or ( iii ) any Effect arising out of or resulting from actions contemplated by the Parties in connection with this Agreement or that is attributable to the announcement or performance of this Agreement or the transactions contemplated by this Agreement ( including a loss of customers or employees ) ; or ( b ) materially impairs or delays, or reasonably could be expected to materially impair or delay, the ability of Seller to consummate the transactions contemplated by this Agreement or to perform its obligations under this Agreement