definiens: means any event, change or effect that has a material adverse effect on the condition ( financial or otherwise),assets, Assumed Liabilities or results of operations or prospects of the Business and/or the Transferred Assets, taken as a whole ; provided, however, that any event, change or effect will be disregarded when determining whether a Material Adverse Effect has occurred, to the extentarising from or related to ( 1 ) general economic conditions, political conditions, financial and credit market conditions or market conditions in theindustries in which the Business operates ; ( 2 ) the failure of the Business to meet sales, earnings or other financial or non - financial projectionsand estimates ( but not, in each case, the underlying cause of such failure ) ; ( 3 ) any adverse event, change or effect that directly results from theannouncement of this Agreement or the Transactions ; ( 4 ) acts of war or terrorism ( or the escalation of the foregoing ) or natural disasters or otherforce majeure events ; ( 5 ) changes in any Legal Requirements applicable to the Business or applicable accounting regulations or principles or theinterpretation thereof ; or ( 6 ) compliance by Seller or any of its Affiliates with any express provision of this Agreement, or compliance by Seller orits Affiliates with a written request by Purchaser that Seller or any of its Affiliates take an action ( or refrain 8 from taking an action ) to the extent such action or inaction is in compliance with such written request ; provided, further, that the effectsdescribed in clauses ( 1 ), ( 4 ) and ( 5 ) shall be disregarded when determining whether a Material Adverse Effect has occurred only to the extentsuch effects disproportionately affect the Business as a whole compared to other participants in the industry in which the Business operates