definiens: shall mean any event, occurrence, fact, condition or change that is materially adverse to ( a ) the business, results of operations, financial condition or assets of the Company, or ( b ) the ability of Seller to consummate the transactions contemplated hereby ; provided, however, that shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to : ( i ) any changes, conditions or effects in the United States or foreign economies or securities or financial markets in general ; ( ii ) changes, conditions or effects that affect the industries in which the Company operates to the extent that such changes do not disproportionately affect the Company ; ( iii ) any change, effect or circumstance resulting from an action required or permitted by this Agreement ; ( iv ) the effect of any changes in Applicable Laws or accounting rules ; or ( v ) conditions caused by acts of terrorism or war ( whether or not declared ) or any natural or man - made disaster or other acts of God