definiens: means any result, occurrence, fact, change, event or effect that, individuallyor in the aggregate with any other results, occurrences, facts, changes, events and/or effects, has had or wouldreasonably be expected to have a material adverse effect on ( i ) the business, assets, Liabilities, results of operationsor condition ( financial or otherwise ) of Seller or the Business, or ( ii ) the ability of any Seller Party to consummate thetransactions contemplated hereby or to perform their respective obligations hereunder . Notwithstanding the foregoing, solely for purposes of the foregoing clause ( i ), no result, occurrence, fact, change, event or effect shall be taken intoaccount in determining whether a Material Adverse Change has occurred to the extent resulting from ( A ) changesaffecting generally the industries or markets in which Seller operates ( except to the extent adversely affecting Selleror the Business in a disproportionate manner relative to other Persons operating in the industries or markets in whichSeller or the Business operates ), ( B ) changes in conditions in the U.S. or global economy or capital or financialmarkets generally, including changes in interest or exchange rates ( except to the extent adversely affecting Seller orthe Business in a disproportionate manner relative to other Persons operating in the industries or markets in whichSeller or the Business operates ), ( C ) changes in general legal, tax, regulatory, political or business conditions that, ineach case, generally affect the geographic regions or industries in which Seller conducts the Business ( except to theextent adversely affecting Seller or the Business in a disproportionate manner relative to other Persons operating inthe industries or markets in which Seller or the Business operates ), ( D ) changes in GAAP, ( E ) the announcement ofthis Agreement and the Transaction Documents or the consummation of the transactions contemplated by thisAgreement, including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, oremployees, ( F ) acts of war, armed hostilities, sabotage or terrorism, or any escalation or worsening of any such actsof war, armed hostilities, sabotage or terrorism threatened or underway as of the date of this Agreement ( except to theextent adversely affecting Seller or the Business in a disproportionate manner relative to other Persons operating inthe industries or markets in which Seller or the Business operates ) or ( G ) earthquakes, hurricanes, floods, or othernatural disasters ( except to the extent adversely affecting Seller or the Business in a disproportionate manner relativeto other Persons operating in the industries or markets in which Seller or the Business operates )