definiens: means a material adverse eﬀect on, or any event that is reasonably likely to result in amaterial adverse eﬀect on, the business, assets, liabilities, ﬁnancial condition or operating results of the Evolent Entities and theirSubsidiaries taken as a whole ; provided that none of the following, either alone or taken together, shall constitute or be taken intoaccount in determining whether there has been a Buyer Material Adverse Eﬀect : ( i ) changes in or eﬀects arising from or relating togeneral business or economic conditions aﬀecting the industry in which the Evolent Entities and their Subsidiaries operate, ( ii)changes in or eﬀects arising from or relating to national or international political or social conditions, including the engagement by theUnited States 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 ) any acts of God, including tornados, earthquakes, hurricanes, ﬂooding, disease outbreaks, pandemics, epidemics, public health crises or other similarevents including any worsening of the COVID-19 pandemic relative to its status as of the date hereof and any associated COVID-19Measures following the date hereof, ( iv ) changes in or eﬀects arising from or relating to ﬁnancial, banking, or securities markets(including ( x ) any disruption of any of the foregoing markets, and ( y ) any decline in the price of any security or any market index ), ( v)changes in, or eﬀects arising from or relating to changes in, GAAP, ( vi ) changes in, or eﬀects arising from or relating to changes inLegal Requirements, ( vii ) any seasonal ﬂuctuations in the business, ( viii ) any action taken by Seller, the Company or the Unitholderswith respect to the transactions contemplated by this Agreement, and ( ix ) any failure to achieve any projections, forecasts, estimates, performance metrics or operating statistics ( whether or not shared with the Company or its representatives ) ( provided, that theunderlying cause of such failure to achieve may be taken into account ), unless, in each of clauses ( i ), ( ii ), ( iii ), ( iv ), ( v ), ( vi ) and ( vii)above, such adverse eﬀect has a materially disproportionate impact on the Evolent Entities and their Subsidiaries ( taken as a whole)as compared to other participants in the industry in which Evolent Entities and their Subsidiaries participate