definiens: means any event, occurrence, fact, condition or c hange that is ( a ) materially adverse to the business, results of operations, fin ancial condition, Liabilities or assets of the Busi ness, ( b ) is material and adversely affects the ability of Buyer to operate or conduct the Business in the manner i n which it is currently operated or conducted by Seller or ( c ) is material and adversely affects the ability of Sell er to consummate the transactions contemplated hereby ; provided, however, that shall not include an y event, occurrence, fact, condition or change, directly or indirectly, arising out of o r attributable to : ( i ) general economic or politica l conditions ; ( ii ) conditions generally affecting the industries in wh ich the Business operates ; ( iii ) any changes in fin ancial, banking or securities markets in general, including any dis ruption thereof ; ( iv ) acts of war ( whether or not d eclared ), armed hostilities or terrorism, or the escalation or wors ening thereof ; ( v ) any changes in applicable Laws o r accounting rules or the enforcement, implementation or interpr etation thereof ; ( vi ) the announcement, pendency or completion of the transactions contemplated by this Agreement, including losses or threatened losses of employees, customers, suppliers, distributors or others having relationsh ips with Seller and the Business ; ( vii ) any natural or man - made disaster or acts of God ; or ( viii ) any failure by t he Business to meet any internal or published proje ctions, forecasts or revenue or earnings predictions ; provided, however, that any event or circumstance resulting from a m atter described in any of the foregoing clauses ( i ) through ( iv ) may be taken into account in determini ng whether a Material Adverse Effect has occurred t o the extent such event or circumstance has a material, adverse and disproportionate effect on the Business, relati ve to other comparable entities operating in the industries or markets in which the Business is operated . means the amount calculated by subtracting ( i ) th e current liabilities of Seller that are included in the Assumed Liabilities as of the Closing Date as set forth on the Closing Statem ent from ( ii ) the current assets of Seller that are included in t he Purchased Assets as of the 5 Closing Date as set forth on the Closing Statement, in each case, as of the close of business on the b usiness day immediately prior to the Closing Date and determine d in material accordance with GAAP ( unaudited ) as consistently applied by Seller ; provided, however, that the Parties agree that for purposes of deter mining Net Working Capital, Seller ’s current liabil ities shall not include ( A ) any Indebtedness, all of which shall be paid off in full as of the Closing Date or ( B ) any Transaction Expenses, except to the extent separately accrued f or as current liabilities in the calculation of Act ual Net Working Capital