definiens: means any change, effect, event, occurrence, development, matter, state of facts, series of events, or circum stance ( any such item, an ) that, individually or in the aggregate with all other Eff ects that occurred prior to the date of determination of the occurrence of an Effect, has, or would reasonably be expected to have or result in : ( a ) a material adverse effect on ( x ) the assets ( including intangible assets and rights ), properties, liabilities, business, condition ( finan cial or otherwise ), operations, results of operations of Seller or ( y ) the Business, the Trans ferred Assets or the Assumed Liabilities, taken as a whole, or ( b ) a material adverse effect on Sel ler ’s ability to perform any of its obligations under this Agreement or to consummate any of the tr ansactions contemplated by this Agreement ; provided, however, that, none of the fol lowing shall be deemed, either alone or in combination, to constitute, and none of the followi ng shall be taken into account in determining whether there has been, or could reasonably be expe cted to be, a Material Adverse Effect : ( i ) any Effect arising out of or relating to ( 1 ) United States or global ( or any region thereof ) ( A ) economic, credit, financial, banking or securities market conditions, including prevailing interest rates or currency rates or ( B ) regulatory or political conditions, or ( 2 ) acts of terrorism or sabotage, the outbreak, escalation or worsening of hostilities ( whether or not pursuant to the declaration of a national emergency or war ), man - ma de disasters, natural disasters ( including hurricanes ) or acts of god ; ( ii ) any Effect arising out of or relating to factors, conditions, trends or other circumstances generally affecting any of t he industries or markets in which the Business operates ; and ( iii ) any Effect arising out of or relating to any change in Law, GAAP, regulatory accounting requirements or interpretatio ns thereof that apply to the Business ( including the proposal or adoption of any new Law, or any change in the interpretation or enforcement of any existing Law ), except, in the ca se of clauses ( i ), ( ii ) and ( iii ), to the extent that such Effect has a disproportionate adverse eff ect on the Business, the Transferred Assets or the Assumed Liabilities, each, taken as a whole, as compared to the adverse impact such Effect has on other Persons operating in the indust ries or markets in which the Business is operated, in which case such disproportionate adver se effect may be taken into account in determining whether there has been, or could reason ably be expected to be, a Material Adverse Effect