definiens: means any event, occurrence, fact, condition or change that, individually or in the aggregate, is or couldreasonably be expected to be materially adverse to ( a ) the financial condition, business, assets, liabilities, properties or results of operation ofthe Business or the Company, or ( b ) the ability of the Sellers or the Company to perform their respective obligations under this Agreement;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 political conditions ; ( ii ) conditions generally affecting the industry in which the Businessoperates ; ( iii ) any changes in financial, banking or securities markets in general, including any disruption thereof and any decline in the priceof any market index or any change in prevailing interest rates ; ( iv ) acts of war ( whether or not declared ), armed hostilities or terrorism, or theescalation or worsening thereof ; ( v ) any changes in applicable Laws or accounting rules ( including GAAP ) ; ( vi ) the public announcement orcompletion of the transactions contemplated by this Agreement ( provided that no such announcement shall be in violation of the termshereof ) ; ( vii ) any actions required or permitted by this Agreement ; ( viii ) any natural disaster or acts of God ; or ( ix ) any failure by the Businessto meet any internal or published projections, forecasts or revenue or earnings predictions ( provided that the underlying causes of suchfailures ( subject to the other provisions of this definition ) shall not be excluded ) ; except in the case of ( i ), ( ii ), ( iii ), ( iv ), ( v ) or ( viii ) above to theextent the same has a disproportionate effect on the Company or the Business as compared to other Persons in the industry in which theBusiness or the Company operates