definiens: means any result, consequence, condition, matter or effect that, when taken togetherwith all other results, consequences, conditions, matters and effects : ( a ) is materially adverse to the Purchased Assets or thevalue thereof or the financial condition or results of operations of the Business, ( b ) materially impairs the ability of the Sellersto own, hold, develop and operate the Purchased Assets, taken as a whole, ( c ) impairs, prevents or materially delays the abilityof the Selling Parties to perform their respective obligations under this Agreement or any Ancillary Agreement or toconsummate the transactions contemplated hereby or thereby, in each case other than any effect resulting from ( i ) generaleconomic conditions or developments or changes therein, ( ii ) conditions that generally affect the industries in which theBusiness operates or developments or changes therein, except to the extent that such conditions, developments or changesimpact the Business or the Purchased Assets in a materially disproportionately adverse manner relative to similarly situatedcompetitors of the Business, ( iii ) the announcement of this Agreement or the transactions contemplated hereby, ( iv ) theperformance by the Sellers of their obligations pursuant to this Agreement, ( v ) any actions taken or omitted to be taken by orat the written request or with the written consent of, or by, a Buyer or ( vi ) any changes in any Laws or GAAP, or ( b ) wouldprevent or materially delay the consummation of the transactions contemplated by this Agreement