definiens: means a material ad verse effect on the business, results of operations, Business Assets or financial condition of the Busin ess, taken as a whole ( after taking into account in surance recoveries ), but shall exclude any change, effect o r circumstance resulting or arising from : ( i ) any c hange in economic conditions, generally or in any of the ind ustries or markets in which the Business operates ; ( ii ) national or international political or social conditions, in cluding the engagement by the United States in host ilities, whether or not pursuant to the declaration of a national em ergency or war ( whether or not declared ), or the oc currence of any military or terrorist attack upon the United St ates or any of its territories, possessions or dipl omatic or consular offices or upon any military installation, equipmen t or personnel of the United States ; ( iii ) changes in Law, accounting requirements or principles, or other bin ding directives issued by any Governmental Authorit y ; ( iv ) the entry into or announcement of this Agreement and th e Ancillary Agreements, actions contemplated by thi s Agreement and the Ancillary Agreements or the consu mmation of the transactions contemplated hereby and thereby ; ( v ) any omission to act or action taken wi th the consent of Buyer ( including those omissions to act or actions taken which are permitted by this Agreement or the Ancillary Agreements ) ; ( vi ) any natural or man - made disasters or acts of God ; or ( vii ) any failure by t he Business to meet any projections, forecasts or r evenue or earnings predictions ; provided that the underlying causes of such failure ( subjec t to the other provisions of this definition ) shall not be excluded