definiens: shall mean any circumstance, condition, effect, event, change or occurrence that, individually or in the aggregate, has or would reasonably be expected to have a material adverse impact or effect on:(a ) the ability of Sellers to perform their obligations hereunder or to consummate the transactions contemplated by thisAgreement or ( b ) the business, financial condition, properties, assets or results of operations of the TransferredEntities taken as a whole ; provided, however, that no change or effect shall constitute a Material Adverse Effect tothe extent ( and only to the extent ) it results from : ( i ) changes in conditions generally affecting any or all of the industries in which the TransferredEntities operate ; ( ii ) general political, economic or business conditions or changes therein ( including thecommencement, continuation or escalation of a war, armed hostilities or other international or nationalcalamity or acts of terrorism ) ; ( iii ) general financial or capital market conditions, including interest rates, the availability of debtfinancing or currency exchange rates ; or changes to any of the foregoing ; ( iv ) any earthquake, hurricane or other natural disaster, weather - related event or act of god ; ( v ) any changes in applicable Law, rules, regulations, or GAAP, or other accounting standardsapplicable to the Business, or authoritative interpretations thereof, from and after the date of this Agreement ; ( vi ) the announcement of the potential sale of the Business or any portion thereof ; thenegotiation, execution, announcement, existence or performance of this Agreement or the transactionscontemplated by this Agreement ; the consummation of the 10 transactions contemplated by this Agreement ; or changes or actions resulting from any of the foregoing, including impacts on relationships with customers, suppliers, employees, labor organizations, orgovernmental entities ; ( vii ) any action or omission required pursuant to the terms of this Agreement, or pursuant to thewritten request of Purchasers, or any action otherwise taken by Purchasers or any of their Affiliates ; and ( viii ) any failure of Sellers, the Transferred Entities or the Business to meet financial projections orany estimates of revenues or earnings ; provided, that the underlying causes of such failures shall not beexcluded under this clause ( viii ) ; provided, further, that, in the cases of clauses ( i)-(iv ), in each case to the extent that such change or effect does notdisproportionately affect the Transferred Entities, taken as a whole, in relation to others in the same business as theTransferred Entities