definiens: shall mean any change, ef fect, event, transaction, condition, occurrence, st ate of facts or development ( individually or in the agg regate ) which has had or could reasonably be expect ed to have a material and adverse impact on ( i ) the Business, Purchased Assets, liabilities, prospects, condition ( financial or otherwise ) or results of operations of the Seller, taken as a whole, or ( ii ) the ability of the Seller or Principals to consummate the transactions contemplated by this Ag reement or any other Transaction Document ; provided, however, that shall exclu de any effect to the extent resulting from ( a ) chan ges in economic, regulatory or political conditions genera lly, including any caused by any outbreak or escala tion of war, act of foreign enemies, hostilities, terrorist acti vities, or acts of nature or ( b ) the consummation o f the transactions contemplated hereby