definiens: means any fact, occurrence, condition, development, circumstance, effect or change that, individually or when taken together with all such other facts, occurrences, conditions, developments, circumstances, effects or changes, ( a ) is materially adverse to the Acquired Assets taken as a whole, or ( b ) prevents Seller fromtimely consummating the transactions contemplated hereby ; provided that a shall notinclude the following facts, occurrences, conditions, developments, circumstances, effects or changes : ( i ) anychanges resulting from general economic, regulatory or political conditions, ( ii ) any changes that affect the industry inwhich Seller operates generally, ( iii ) any acts of terrorism, military operation or war, ( iv ) changes in Law or GAAP,(v ) natural disasters or acts of God, ( vi ) the announcement, pendency or completion of the transaction contemplatedby this Agreement, ( vii ) any event or change affecting Buyer, provided that such event or change is not caused bySeller, [ * ] or ( xi ) actions required by this Agreement or actions taken ( or omitted to be taken ) with the prior writtenconsent of or at the written request of Buyer