definiens: means, with respect to Se ller, any change, effect, event, circumstance, occurrence or state of facts that is or would reaso nably be expected ( a ) to have a material adverse ef fect on the Purchased Assets, taken as a whole, or ( b ) to have a material adverse effect on the ability of Seller to perform its obligations under this Agreement and to consummate the Transactions, provided that none of the followi ng changes, effects, events, circumstances, occurrence s or states of facts shall be deemed, either alone or in combination, to constitute a Material Adverse Effec t, or be taken into account in determining whether there has been or would reasonably be expected to be a Materi al Adverse Effect : ( i ) changes or effects in the ge neral business, economic, social, political or legal cond itions or the securities, syndicated loan, credit o r financial markets ; ( ii ) changes or proposed changes in applic able Law or GAAP ( or any applicable accounting stan dards in any jurisdiction outside the United States ) or t he enforcement thereof ; ( iii ) changes to Law that g enerally affect the industries in which the Seller or its Af filiates operate ; ( iv ) changes or effects that aris e out of or are attributable to the commencement, occurrence, conti nuation or intensification of any war, sabotage, ar med hostilities or acts of terrorism ; ( v ) earthquakes, hurricanes or other natural disasters ; ( vi ) changes or effects that arise out of or are attributable to the negotiation, execution, announcement or pendency of the Transa ctions ; ( vii ) currency fluctuations ; or ( viii ) any action o r inaction Seller is required to take or refrain fr om taking under this Agreement