definiens: means, with respect to Seller, any event, condition, change, circumstance, occurrence or effect, which, either individually or in the aggregate with all other events, conditions, changes, circumstances, occurrences or effects, ( a ) has had or would reasonably be expected to have, a materialadverse effect on the business, operations, properties, assets, or financial condition of the Business or thePurchased Assets or ( b ) does or would reasonably be expected to materially impair or delay the ability of Seller toperform its obligations under this Agreement and the Ancillary Documents or to consummate the transactionscontemplated hereby and thereby ; provided, however, that a Material Adverse Effect will not include any event, condition, change, circumstance, occurrence or effect resulting from or relating to ( A ) changes or conditionsaffecting the economy in general, ( B ) changes or conditions affecting financial, banking, or securities markets orregulatory or political conditions in the United States ( including terrorism or the escalation of any war, whetherdeclared or undeclared, or other hostilities ), ( C ) changes in applicable Laws, Orders, or GAAP or the application orinterpretation thereof, ( D ) a natural or man - made disaster or acts of God, ( E ) the announcement or pendency of thisAgreement or the transactions contemplated hereby, ( F ) any matters that arise out of or result from any action oromission that is contemplated or required by this Agreement, and or ( G ) any failure by Seller to meet any internalor published projections, forecasts, or revenue or earnings predictions ( provided that the underlying causes of suchfailures ( subject to the other provisions of this definition ) shall not be excluded ), ( provided, that in the cases ofclauses ( A ), ( B ), and ( D ) the Business is not disproportionately affected by such event as compared to othersimilar companies and businesses in similar industries as the Business )