definiens: means, with respect to Se ller, any change, effect, event, circumstance, occurrence or state of facts that is or could reaso nably be expected to become, individually or in the aggregate, materially adverse to the value of the Purchased As sets and Assumed Liabilities or the business, asset s, prospects, results of operations or financial condition of the Business, taken as a whole, provided that none of the following 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 could reasonably be expected to be a Materi al Adverse Effect : ( i ) changes or effects in the ge neral business, economic or political conditions or the securities, syndicated loan, credit or financial markets ; ( ii ) changes in applicable Law or GAAP ( or any applicable accountin g standards in any jurisdiction outside the United States ) ; ( iii ) changes to Law that generally affect the indu stries in which the Business operates ; ( iv ) changes or effects that arise out of or are attributable to the commencemen t, occurrence, continuation or intensification of a ny war, sabotage, armed hostilities or acts of terrorism ; ( v ) earthquakes, hurricanes or other natural disaste rs ; ( vi ) failure, in and of itself, to meet projections, estimates, p lans or forecasts ( provided that the underlying cau ses of such failure ( subject to the other provisions of this de finition ) shall not be excluded ) ; ( vii ) changes or effects that arise out of or are attributable to the announcement or p endency of the Transactions, including any reductio n in revenues or income, any loss of customers, any disruption 6 [ * * * * * ] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED . ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUAN T TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 19 34, AS AMENDED