definiens: means any event, change, circumstance or effect th at has caused a material adverse effect on ( a ) the business, results of oper ations or financial condition of the Business, take n as a whole, or ( b ) the ability of the Company to consummate the Contemplated Transactions, but shall not include ( i ) any event, change, circumstance or effect related to ge neral economic, regulatory or political conditions or from natural disasters, terrorist acts, declared or unde clared war or other hostilities or escalations ther eof or from any changes in financial, banking or securities markets in general, including any disruption thereof and a ny decline in the price of any security or any market index or any change in prevailing interest rates, ( ii ) any event, change, circumstance or effect that affects the industries, businesses or markets in which the Business operat es generally, ( iii ) any failure by the Business to meet any inter nal projections or forecasts ( provided that the und erlying causes of any such failure may, to the extent applicable, be considered in determining whether there has been a Material Adverse Effect ), ( iv ) any event, change, circumstan ce or effect resulting from the announcement, pende ncy or performance of this Agreement or the Contemplated T ransactions, ( v ) any event, change, circumstance or effect related to the Buyer or its Affiliates, ( vi ) the ef fect of any change in applicable Laws or accounting rules or the enforcement, implementation or interpretation there of, or ( vii ) any action required or permitted by th is Agreement or any action taken ( or omitted to be tak en ) with the written consent of or at the written r equest of Buyer