definiens: means any Effect that is materially adverse to ( i ) the ability of Seller to consummate the transactions contemplated by this Agr eement or ( ii ) the condition ( financial or otherwise ) or ownership, operation or development of the Acquired Assets, taken as a whole ; provided, however, that a shall not include, either alone or in combination, any Effect resulting from or arising out of ( and the following will not be taken into account when determining whether a has occurred ): ( A ) the announcement, pendency or consummation of this Agreement or the transactions contemplated hereby, including the identity of, or any facts or circumstances relating to, Buyer or any of its Affiliates to the extent resulting from the public announcement of this Agreement or the pendency of the transactions contemplated hereby ; ( B ) any action take n by Seller at the written request of Buyer or with Buyer ’s written consent, or the failure of Seller to take an action that Seller is specifically prohibited from taking by the terms of this Agreement ; ( C ) any event or occurrence generally affecting the i ndustries in which Seller operates relating to the Acquired Assets or in the economy generally or other general business, financial or market conditions ; ( D ) changes affecting the national or international general economic, political, legal or regulatory conditions ; ( E ) changes in Laws after the date hereof applicable to the Acquired Assets ; or ( F ) national or international political conditions or instability, including the engagement by the United States in hostilities, whether or not pursuant to a declara tion of emergency or war, or the occurrence of any military or terrorist attack upon the United States or any other nation, except, in each of clauses ( C ), ( D ), ( E ), or ( F ) above, to the extent such Effects have a disproportionate impact on the Acquired As sets and the Assumed Liabilities, taken as a whole, relative to other Persons owning assets similar to the Acquired Assets, in the industry or markets in which Seller operates