definiens: means any Change that has a material adverse effect on ( a ) the business, assets(whether tangible or intangible ), liabilities, financial condition, operations or results of operations of the AcquiredCompanies, taken as a whole, or ( b ) the ability of the Seller to consummate timely the transactions contemplated bythis Agreement ; provided that none of the following shall be deemed, either alone or in combination, to constitute, andnone of the following shall be taken into account in determining whether there has been, a Material Adverse Effect : ( i)any Change generally affecting economic, regulatory or political conditions, ( ii ) any Change generally affecting thefinancial, credit, securities or other capital markets in the United States or any foreign jurisdiction, ( iii ) any Changegenerally affecting the industry in which the Acquired Companies operate, ( iv ) any hurricane, tornado, flood, earthquake, tsunami, volcanic eruption or other natural disaster, ( v ) any Change occurring in national or internationalpolitical conditions, including acts of war, sabotage or terrorism, or any escalation or worsening of any such acts ofwar, sabotage or terrorism, ( vi ) any Change occurring after the date of this Agreement in applicable Law or generallyaccepted accounting principles, ( vii ) the public announcement of the execution of this Agreement and ( viii ) any failureto meet any internal or published projections, forecasts or revenue or earnings predictions for any period ending on orafter the date of this Agreement ( but not the facts or circumstances underlying or giving rise to such failure ), except, with respect to the foregoing clauses ( i ) through ( vi ), to the extent that the effects of any such matter are, or wouldreasonably be expected to be, disproportionately adverse to the business, financial condition, operations or results ofoperations of the Acquired Companies, taken as a whole, as compared to other companies operating in the industriesand markets in which the Acquired Companies operate