definiens: when used in connection with an entity, shall mean any change or effect that is materially adverse to such entity ’s business, assets, liabilities, condition ( financial orotherwise ) or results of operations, taken as a whole with its Subsidiaries ; provided, however, in no event shall any of thefollowing, alone or in combination, be deemed to constitute, nor shall any of the following be taken into account indetermining whether there has been or will be, a Material Adverse Effect on any entity : ( i ) any change or effect resulting fromcompliance with the terms and conditions of this Agreement ; ( ii ) any change or effect resulting from changes in LegalRequirements or the interpretation thereof ( which change or effect does not disproportionately affect such entity in anymaterial respect ) ; ( iii ) any change or effect resulting from changes affecting any of the industries in which such entity or itsSubsidiaries operates generally, the United States or worldwide economy generally or financial markets or political conditionsgenerally ( which changes in each case do not disproportionately affect such entity in any material respect ) ; ( iv ) any naturaldisaster or any acts of terrorism, sabotage, military action or war ( whether or not declared ) or any escalation or worseningthereof ( which change or effect does not disproportionately affect such entity in any material respect ) ; ( v ) failure to meetinternal forecasts or financial projections ( it being understood that the facts and circumstances giving rise to such failure maybe deemed to constitute, and may be taken into account in determining whether there has been, a Material Adverse Effect);(vi ) any change or effect attributable to the consummation of the transactions contemplated hereby, or the announcement ofthe execution of, this Agreement, including loss of any employees, customers, licensees, suppliers, partners or distributors ; or(vii ) any litigation arising from allegations of a breach of fiduciary duty or misrepresentation in any disclosure relating to thisAgreement or the transactions contemplated hereby