definiens: means any change, effect, event or condition that, individually or in the aggregate, is, or would reasonably be expected have or result in a material adverse change in, or effect on, the assets, properties, liabilities, financial condition or results of operations of the Business, taken as a whole ; provided, however, that none of the following shall be deemed in and of itself, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a Material Adverse Effect : ( a ) any change in economic conditions generally or capital and financial markets generally, ( b ) any change in the industry in which the Business operates or in which the Products are used or distributed, including changes that directly or indirectly result in increased operating costs or decrease in sales, ( c ) any ch ange or proposed change in Laws or GAAP, or the enforcement or interpretation thereof, after the date of this Agreement, ( d ) any actions taken in order to comply with applicable Law, contracts or agreements, ( e ) any failure by the Business to achieve any internal or external earnings or other financial projections or forecasts ( provided, that this clause ( e ) shall not prevent a determination that any change or effect underlying such failure to meet projections or forecasts has resulted in a Material Advers e Effect ( to the extent such change or effect is not otherwise excluded from this definition of Material Adverse Effect ) ), ( f ) geographic and political conditions in or affecting jurisdictions in which the Business operates or the Products are sold, includ ing hostilities, acts of war, sabotage, terrorism, military actions or other material international or national calamity or strife, or any escalation or worsening of any of the foregoing, ( g ) any change resulting from the negotiation, execution, announceme nt or consummation of the transactions contemplated by, or the performance of obligations under, this Agreement or the Ancillary Agreements, including any such change relating to the identity of, or facts and circumstances relating to, Purchaser or any act ions or threats by employees, customers, suppliers, licensors, distribution partners or other business partners, including those related to the Business or the Products, ( h ) any change resulting directly or indirectly from any earthquake, hurricane, tsunam i, tornado, flood, mudslide, wild fire, epidemic, pandemic, health or healthcare crisis or other similar disasters, acts of God, weather conditions or other force majeure events in the U.S. or any other country or region in the world, including the impacts of such events, including on infrastructure, employees, travel, the markets and business generally, ( i ) changes resulting directly or indirectly from any actions required to be taken or omitted pursuant to this Agreement or the Ancillary Agreements or tak en with Purchaser ’s consent or waiver, or not taken because Purchaser withheld, delayed or conditioned its consent or waiver, or ( j ) any effect that is cured by Seller prior to the termination of this Agreement or the consummation of the transactions conte mplated hereby ; provided that, in the case of clauses ( a ), ( b ), and ( c ), above, if such change, effect, event or condition disproportionately affects the Business as compared to other businesses that operate in the industry and geographies in which Seller and the Business operate, then the disproportionate aspect of such change, effect, event, occurrence, state of facts or development may be taken into account in determining whether a Material Adverse Effect has or will occur