definiens: means any event, occurrence, fact, condition or change that is, orcould reasonably be expected to become, individually or in the aggregate, materially adverse to(a ) the business, results of operations, condition ( financial or otherwise ) or assets of theBusiness, ( b ) the value of the Assets, or ( c ) the ability of Seller to consummate the transactionscontemplated hereby on a timely basis ; provided, however, that in determining whether there hasbeen a Material Adverse Effect or whether a Material Adverse Effect would occur, any change, event or occurrence principally attributable to, arising out of, or resulting from any of the followingshall be disregarded : ( i ) general economic, business, industry or credit, financial or capital marketconditions ( whether in the United States or internationally ), including conditions affectinggenerally the industries served by the Business ; ( ii ) the taking of any action required or permittedby this Agreement ; ( iii ) the public announcement, pendency or completion of the transactionscontemplated by this Agreement, ( iv ) the breach of this Agreement or any agreement ordocument contemplated herein by Purchaser, ( v ) the taking of any action with the writtenapproval of Purchaser, ( vi ) pandemics, earthquakes, tornados, hurricanes, floods and acts ofGod, ( vii ) acts of war ( whether declared or not declared ), sabotage, terrorism, military actions orthe escalation thereof ; ( viii ) any changes or prospective changes in applicable Laws, regulationsor accounting rules, including GAAP or interpretations thereof, or any changes or prospectivechanges in the interpretation or enforcement of any of the foregoing, or any changes in generallegal, regulatory or political conditions ; ( ix ) any event expressly described in reasonable detail inthe Seller Disclosure Schedule hereafter mutually agreed upon in writing by Purchaser andSeller or ( x ) any adverse effect or change in or on the Business or the Assets as a consequenceof the initiation of the Bankruptcy Case or any actions taken in the Bankruptcy Case infurtherance of the transactions contemplated herein ; provided further, however, that any event, occurrence, fact, condition or change referred to in clauses ( i ), ( vi ), ( vii ) or ( viii ) above shall betaken into account in determining whether a Material Adverse Effect has occurred or couldreasonably be expected to occur to the extent that such event, occurrence, fact, condition orchange has a disproportionate effect on the Business compared to other participants in theindustries in which the Business operates