definiens: means any change, effect, event, occurrence, development, circumstance or state of facts ( i ) which has had or would reasonably be expected to have a materiallyadverse effect on the business, properties, operations or financial condition of the Business or Seller, orwhich would materially impair Seller ’s ability to perform its obligations under this Agreement or have amaterially adverse effect on or prevent or materially delay the consummation of the transactionscontemplated by this Agreement or ( ii ) which could reasonably be expected to result in criminal proceedingsagainst Seller or, with respect to the Business, against any current director or officer of Seller ; provided, however, that changes in the business, properties, operations or financial condition of the Business or Sellerarising by reason of any of the following shall not constitute a material adverse effect under clause ( i ) above:(A ) the filing of a voluntary petition under Chapter 11 of the Bankruptcy Code or the effect, directly orindirectly, of such filing ; ( B ) changes in conditions in the U.S. or global economy or capital or financialmarkets generally, including changes in interest or exchange rates ; ( C ) factors generally affecting the 7industries or markets in which Seller operates ; ( D ) changes in general legal, tax, regulatory, political orbusiness conditions that, in each case, generally affect the geographic regions or industries in which Sellerconducts its Business ; ( E ) acts of war, armed hostilities, sabotage or terrorism, or any escalation orworsening of any such acts of war, armed hostilities, sabotage or terrorism threatened or underway as of thedate of this Agreement ; ( F ) changes in, or required by, applicable Law or GAAP ; and ( G ) any action taken bySeller or its Affiliates at the express written request of Purchaser or its Affiliates ; except, in the cases ofclauses ( B ), ( C ), ( D ), ( E ) and ( F ), to the extent that Seller is disproportionately affected thereby as comparedwith other participants in the geographic regions or industries in which Seller operates