definiens: means any change, event, circumstance, condition or effect that, individuall y or in the aggregate, is, or would reasonably be expect ed to be, materially adverse to ( a ) the Business, a ssets, liabilities, prospects, results of operations or co ndition ( financial or otherwise ) of the Company, or ( b ) the ability of the Company to perform its obligations under thi s Agreement or to consummate the transactions conte mplated hereby ; provided, however, that none of the following shall be deemed in them selves ( alone or in combination ) to constitute a Material Adverse Effect : ( i ) condit ions generally affecting the economy or industry in which the Company operates, ( ii ) any change in GAAP or applic able Laws ( provided, that this clause ( ii ) shall not apply with respect to any representation or warranty the purpose of which is to address compliance with GAAP or applicable Law ), or ( iii ) matters set forth on Sect ion 1.1(a ) of the Company Disclosure Schedule, provided, that such changes described in clauses ( i)-(ii ) do not m aterially and disproportionately adversely affect t he Company in a manner that is materially disproportionate fro m similarly situated businesses engaged in the same industry as the Company