definiens: means any event, occurren ce, fact, condition or change that is, or could reasonably be expected to become, individually or i n the aggregate, materially adverse to ( a ) the busi ness, results of operations, condition ( financial or otherwise ) o r assets of the Seller ( and upon consummation of th e Reorganization, the Company ) taken as a whole, as a pplicable, or ( b ) the ability of Seller ( and upon consummation of the Reorganization, the Company ) to consummate the transactions contemplated hereby on a timely basis ; provided, however, that shall not include a ny event, occurrence, fact, condition or change, directly or indirectly, arisin g out of or attributable to : ( i ) general economic o r political conditions ; ( ii ) conditions generally affecting the industries in which the Seller ( and upon consummat ion of the Reorganization, the Company ) operates ; ( iii ) any ch anges in financial or securities markets in general ; ( iv ) acts of war ( whether or not declared ), armed hostilities or terrorism, or the escalation or worsening there of ; ( v ) any action required or permitted by this Agreement, exc ept pursuant to Section 3.03 ; ( vi ) any changes in a pplicable Laws or accounting rules, including CASPE ; or ( vii ) the public announcement, pendency, consummation or completion of the transactions contemplated by this Agreement and ( viii ) any of the matters listed in the Disclosure Schedules ; provided further, however, that any event, occurrence, fact, condition or cha nge referred to in clauses ( i ) through ( iv ) and ( vi ) immediately above shall be taken into account in determining w hether a Material Adverse Effect has occurred or could reaso nably be expected to occur to the extent that such event, occurrence, fact, condition or change has a materia l disproportionate effect on Seller or the Company compared to other participants in the industries in which th e Seller ( or at Closing, the Company ) conducts its businesses