definiens: means any event, occurrence, fact, condition or change that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to ( a ) the business, results of operations, condition ( financial or otherwise ) or assets ofSeller, ( b ) the value of the Purchased Assets, or ( c ) the ability of Seller to consummate the transactions contemplated hereby on a timelybasis ; provided, however, that shall not include any event, occurrence, fact, condition or change, directly orindirectly, arising out of or attributable to : ( i ) general economic or political conditions ; ( ii ) conditions generally affecting the industries in whichthe Seller operates ; ( iii ) any changes in financial or securities markets in general ; ( iv ) acts of war ( whether or not declared ), armed hostilities orterrorism, or the escalation or worsening thereof ; ( v ) any action required or permitted by this Agreement, except pursuant to Section 4.03 andSection 6.07 ; ( vi ) any changes in applicable Laws or accounting rules, including GAAP ; or ( vii ) the public announcement, pendency orcompletion of the transactions contemplated by this Agreement ; provided further, however, that any event, occurrence, fact, condition orchange referred to in clauses ( i ) through ( iv ) immediately above shall be taken into account in determining whether a Material Adverse Effecthas occurred or could reasonably be expected to occur to the extent that such event, occurrence, fact, condition or change has adisproportionate effect on the Seller compared to other participants in the industries in which the Seller operates