definiens: means a material adverse effect on ( a ) the business, operations, assets or liabilities(including contingent liabilities ), prospects, results of operations or the condition ( financial or otherwise ) of theBusiness or the Company or ( b ) the ability of - 5 -Buyer to operate or conduct the Business in the manner in which it is currently or contemplated to be operated orconducted by the Company provided, however, that shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to : ( i ) general economic or politicalconditions ; ( ii ) conditions generally affecting the industries in which the Business operates ; ( iii ) any changes infinancial, banking or securities markets in general, including any disruption thereof and any decline in the price of anysecurity or any market index or any change in prevailing interest rates ; ( 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 thisAgreement or any action taken ( or omitted to be taken ) with the written consent of or at the written request of Buyer;(vi ) any changes in applicable Laws or accounting rules ( including GAAP ) or the enforcement, implementation orinterpretation thereof ; or ( vii ) any natural or man - made disaster or acts of God ; except, with respect to the foregoingclauses ( i)-(vii ), where any such event, occurrence, fact, condition or change adversely affects the Company in adisproportionate manner relative to other similarly - situated participants in the industries or markets in which theCompany operates