definiens: means any event, circumstance, development, condition, occurrence, stateof facts, change or effect that, when considered individually or in the aggregate is, or is reasonably likely to be, materiallyadverse to ( a ) the Buyer ’s condition ( financial or otherwise ), business, Liabilities, operations or results of operations of itsbusiness, taken as a whole, or ( b ) the ability of Buyer to perform its obligations under this Agreement or to consummate thetransactions contemplated herein, in either case, other than any event, circumstance, development, condition, occurrence, stateof facts, change or effect arising out of : ( i ) general business or economic conditions affecting the industry in which Buyer andits Affiliates operate, ( ii ) national or international political or social conditions, including the engagement by the UnitedStates in hostilities or the escalation thereof, whether or not pursuant to the declaration of a national emergency or war, or theoccurrence or the escalation of any military or terrorist attack upon the United States, or any of its territories, possessions ordiplomatic or consular offices or upon any military installation, equipment or personnel of the United States, ( iii ) financial, banking or securities markets ( including any disruption thereof and any decline in the price of any security or any marketindex ), ( iv ) changes in GAAP, ( v ) changes in Legal Requirements issued by any Governmental Entity, ( vi ) the taking of anyaction contemplated by this Agreement or the other agreements contemplated hereby or the announcement of this Agreement, the other agreements contemplated hereby or the transactions contemplated hereby or thereby, or ( vii ) any adverse change inor effect on the business of Buyer cured by or on behalf of Buyer before the earlier of the Closing Date and the date on whichthis Agreement is terminated pursuant to Article 7