definiens: shall mean any change, event, effect, claim, circumstance or matter that is, or would reasonably be expectedto be or to become, materially adverse to the business,, assets, capitalization, Liabilities, results of operations or financial condition of Seller, taken as a whole ; provided, however, that shall not include any change, event, effect, claim, circumstance or matter, directly or indirectly, arising out of or attributable to : ( i ) general economic or political conditions ; ( ii ) conditions generally affecting the industriesin which Seller operates ; ( iii ) any changes in financial, banking or securities markets in general ; ( iv ) acts of war ( whether or not declared),armed hostilities or terrorism, or the escalation or worsening thereof ; ( v ) any action required or permitted by this Agreement or any actiontaken ( or omitted to be taken ) with the written consent of or at the written request of Purchaser ; the announcement, pendency or completion ofthe transactions contemplated by this Agreement ; or any natural or man - made disaster or acts of God