definiens: means any chang e, effect, condition, fact, circumstance or event t hat individually or in the aggregate has a material adv erse effect on the ability of Buyer to perform its obligations under the Transaction Documents, but sh all exclude any change, effect, condition, fact, circumstance or event resulting or arising from ( a ) conditions affecting the national, regional or wor ld economies generally, but only to the extent that su ch conditions do not have a materially disproportio nate effect on the Buyer ; ( b ) conditions affecting the i ndustries or markets in which Buyer operates, but o nly to the extent that such conditions do not have a mater ially disproportionate effect on the Buyer ; ( c ) con ditions caused by a material worsening of current condition s caused by acts of terrorism or war ( whether or no t declared ) occurring after the date hereof, but only to the extent that such conditions do not have a materially disproportionate effect on the Buyer ; ( d ) conditions arising from the consummation of the transactions contemplated by this Agreement, or the announcement of the execution of, this Agreement o r any other Transaction Document in connection with t he transactions contemplated by this Agreement ; ( e ) any change in accounting practices or policies of Buyer as required by GAAP ; and ( f ) any changes i n Law