definiens: shall mean ( i ) a material adverse effect on the Purchased Assets, taken as a whole ; provided that any effect resultin g from any of the following shall not be considered when determining whether a Seller Material Adverse Effec t shall have occurred : ( A ) changes in the general m arket, capital markets, economic, legal, regulatory or pol itical conditions in the United States or any other region outside of the United States ( including the commencement, c ontinuation or escalation of a war or material arme d hostilities ), ( B ) changes in GAAP, ( C ) changes or e ffects that generally affect the industries in whic h the Sellers operated, so long as such changes or conditions in the industries in which the Sellers operates do not have a materially disproportionate effect on the Purchased Assets, taken as a whole, compared with the assets of other companies operating in such industries, ( D ) the ann ouncement of this Agreement or the pendency or consummation of the Transactions, including the imp act that such execution and announcement and consum mation have on the relationships, contractual or otherwise, of Sellers with employees, customers, suppliers o r partners and any litigation arising in connection with the trans actions contemplated by this Agreement, ( E ) complia nce with the terms of, or the taking of any action required by, this Agreement by Sellers or any action taken b y Sellers at the request or direction of BOCO US, and ( F ) change s or effects that arise out of or are attributable to the commencement, occurrence, continuation or intensifi cation of any war, sabotage, armed hostilities or a cts of terrorism ; and ( ii ) any event, change, development, effect, condition circumstance, matter, occurrence or state of facts that prevents or materially delays, or would be reasonably expected to prevent or materially del ay, consummation of the Transactions or the performance by the Sellers of any of its material obligations under this Agreement . For the avoidance of any doubt, ( i ) the destruction of a material portion of the Purchased Cell Banks or any other condition arising before the Closing D ate which causes the Purchased Cell Banks to be unu sable or ( ii ) any Seller failing to be Solvent at all times up to and through the Closing of the Transactions w ill be deemed to be a Seller Material Adverse Effect