definiens: means any event, circumstance, change, condition, effect or development(each, an ) that, individually or considered together with all other Events, has had or would reasonably beexpected to have a material adverse effect on ( x ) the business, results of operations, assets, liabilities or condition(financial or otherwise ) of the Company or ( y ) the ability of the Seller or the Company to perform its obligations underthis Agreement or that would prevent the consummation by the Seller of the transactions contemplated hereby on orprior to the Outside Date ; provided, however, that, solely in the case of clause ( x ), none of the following, eitheralone or in combination, shall be considered in determining whether there has been a or abreach of any representation, warranty, covenant or agreement that is qualified by the term :( i ) Effects that generally affect the industries in which the Company operates ( including legal and regulatory changes),(ii ) general economic, market, business, regulatory or political conditions ( or changes therein ) or Effects affecting thefinancial, credit, securities, commodities or derivatives markets in the United States, Brazil or any other country orregion in the world, including changes in interest rates or foreign exchange rates, ( iii ) Effects arising from, orattributable to, the announcement of the execution of this Agreement or any other agreement between the Seller orany of its Affiliates and the Purchaser or any of its Affiliates, or the pendency of any of the transactions contemplatedhereby or thereby ( provided, that the foregoing shall not apply to the use of Material Adverse Effect in connection withany provision of this Agreement addressing the execution, delivery or performance of this Agreement and thetransactions contemplated hereby or any condition related thereto ), ( iv ) any Effect that results from any action takenat the express written request of the Purchaser or its Affiliates, ( v ) Effects arising from, or attributable to, acts ofterrorism or war ( whether or not declared ) occurring after the date hereof, including any escalation or worseningthereof, ( vi ) Effects arising from, or attributable to, natural disasters, ( vii ) Effects arising from, or attributable to, changes ( or proposed changes ) or modifications in GAAP, other applicable accounting standards or applicable Law orthe interpretation or enforcement thereof, and ( viii ) the failure by the Company to meet any estimates, expectations, projections or budgets for any period ( provided that, to the extent not the subject of any of the foregoing clauses ( i)through ( viii ) above, the underlying cause of such failure may be taken into account to determine whether a MaterialAdverse Effect has occurred ), except in the cases of clauses ( i ), ( ii ), ( v ), ( vi ) and ( vii ) to the extent such Effect has amaterially disproportionate effect on the Company compared with other Persons operating in the industries in whichthe Company operates