definiens: means any result, event, occurrence, fact, condition, circumstance, change, developmentor effect that, individually or in the aggregate, has had or would reasonably be expected to have a material adverseeffect on the financial condition, business, assets, Liabilities or results of operations of the Companies, excludingany effect to the extent resulting from ( i ) changes in general economic or political conditions, including the credit, debt financial or capital markets, ( ii ) changes ( including changes of Applicable Law and regulatory changes ) orconditions generally affecting the industry in which the Companies operate, ( iii ) acts of war, sabotage or terrorism ornatural disasters involving the United States of America or any other jurisdiction in which the Companies operate, ( iv)any change resulting from the execution and announcement of this Agreement, ( v ) the taking of any action ( orinaction ) ( A ) requested by Buyer in writing or ( B ) expressly required by the transactions contemplated hereby, or ( vi)the failure to meet internal projections, forecasts or predictions ( provided that clause ( vi ) shall not prevent anassertion that any fact, effect, change, event or development that resulted in such failure constitutes or contributedto a Material Adverse Effect ) ; provided, however, that in the case of clauses ( i ), ( ii ), and ( iii ) above, such result, event, occurrence, fact, condition, circumstance, change, development or effect may be taken into account indetermining whether there has been or will be a Material Adverse Effect to the extent it materially anddisproportionally affects the Companies as compared to other Persons or businesses that operate in the sameindustry in which the Companies operate