definiens: means any effect or change that, alone or in combination with any other effects orchanges, ( a ) is or would reasonably be expected to be materially adverse to the business, assets, results of operations orfinancial condition of the Business, taken as a whole ; provided that none of the following shall be deemed ( either alone or incombination ) to constitute, and none of the following shall be taken into account in determining whether there is, has been orwould reasonably be expected to be, a Material Adverse Effect : ( i ) the failure of the Business to meet projections or forecasts(for the avoidance of doubt, any underlying cause for any such failure shall not 7be excluded by this clause ( i ) ) ; or ( ii ) any adverse effect or change to the extent arising from or relating to ( A)(1 ) the economyin general, or the securities, syndicated loan, credit or financial markets, or ( 2 ) the economic, business, financial or regulatoryenvironment ( including changes with respect to pricing or reimbursement by any insurance provider or other commercialentity or any governmental payor ) generally affecting the industries or any geographic markets in which the Businessoperates, provided that, in the case of this clause ( A ), any such effect or change may be deemed to constitute a MaterialAdverse Effect if it disproportionately affects the Business as compared to other Persons or businesses that operate in theindustry in which the Business operates, ( B ) an act of terrorism or an outbreak or escalation of hostilities or war ( whetherdeclared or not declared ) or any natural disasters or any national or international calamity or crisis, ( C ) changes or proposedchanges in applicable Law or GAAP ( or the applicable accounting standards in any jurisdiction outside of the United Statesof America ) or the enforcement thereof, ( D ) the negotiation, execution, announcement or pendency of the transactionscontemplated by this Agreement or the performance of and compliance with the terms of this Agreement, including anylitigation, any reduction in revenues or income, any loss of employees or customers, any cancellation of or delay in customerorders, any disruption in supplier, distributor or similar relationships, ( E ) any labor strikes, labor stoppages or loss ofemployees, ( F ) currency fluctuations or ( G ) changes or effects that are the result of actions or omissions of Buyer or any of itsAffiliates or actions or omissions of Seller or any of its Affiliates and consented to by Buyer or any of its Affiliates or ( b ) hasor would reasonably be expected to have a material adverse effect on the ability of Seller and the Selling Affiliates to performtheir obligations under this Agreement or prevents or materially impedes, interferes with or hinders, or would reasonably beexpected to prevent or materially impede, interfere with or hinder, the consummation of the transactions contemplated by thisAgreement