definiens: means any change, event, circumstance, condition or effect that is or would reasonably be expected to be, indi vidually or in the aggregate, ( a ) materially advers e to the Business, the Business Products or the operation of the Assigned Assets by Seller or ( b ) a material i m pairment on the ability of Seller to perform its obligations un der this Agreement and the other Transaction Docume nts to which it is a party, except, with respect to clause ( a ), for any such change, event, circumstance, condition or effect resulting from ( i ) changes after the date hereof ge nerally affecting the industry in which Seller oper ates ( provided that such changes do not have a materially dispropo rtionate effect on Seller, as compared to other com panies similarly situated and operating in the industry in which Seller conducts the Business ) ; ( ii ) changes in any Law or applicable accounting regulations or principles ( pr ovided that such changes do not have a materially disproportionate effect on Seller, as compared to o ther companies similarly situated and operating in the industry in which Seller conducts the Business ) ; ( iii ) the a nnouncement or pendency of any of the transactions contemplated by the Transaction Documents ; ( iv ) any action taken by Seller at Purchaser ’s request or in compliance with actions required pursuant to this Agreement or the other Tr ansaction Documents ; ( v ) acts of war or terrorism o r any escalation or material worsening of any such acts o f war or terrorism existing as of the date hereof ; ( vi ) acts of God and natural disasters, including floods, tornad os, hurricanes, earthquakes and fires ; or ( vii ) cha nges in the economy or financial markets generally, whether for eign or domestic, or changes in Laws or actions by Governmental Entities ( provided that such changes d o not have a materially disproportionate effect on Seller, as compared to other companies similarly situated and operating in the industry in which Seller conducts the Business )