definiens: means any change, event, circumstance, condition, fact or effect ( each, an ) that is, or would reasonably be expected to beco me, individually or taken together with all other Effects, is materially adverse to ( i ) the business, results of operations, financial co ndition or assets of Seller or the Business, or ( ii ) the ab ility of Seller to consummate the Transactions, in each case, except to the extent that any such Effect res ults from ( a ) changes in general business, geopolit ical or economic conditions, ( b ) changes affecting the i ndustry generally in which Seller operates, ( c ) cha nges in GAAP or Legal Requirement, ( d ) the announcement, pendency or completion of the Transactions, ( e ) any act of war, act of terrorism, natural or man - ma de disaster, act of god or pandemic ( including the COVID-19 virus ), ( f ) any matter Purchaser is aware of on the Agreement Date, ( g ) any failure to meet financial projections, estimates or forecasts, ( h ) changes in or effects arising from, the financial, debt, capital, credit or securities markets, including in terest or exchange rates, ( i ) any action required o r permitted by this Agreement or the failure to take any action prohibited by the terms of this Agreemen t, ( j ) with respect to Seller, any action taken at the written request of Purchaser or with the prior wri tten consent of Purchaser ; provided, that any Effect ref erred to in the foregoing clauses ( a ), ( b ), ( c ), ( e ) and ( h ) above shall be taken into account in determinin g whether a Material Adverse Effect has occurred or would reasonably be expected to occur to the extent that such Effect has a disproportionate effect on the Business as compared to other participants in the i ndustries in which the Business operates