definiens: means any material adverse change with respect to or effect on the business, assets, financial condition, results of operations or prospects of the Business ( other than the Excluded Assets ), but excluding any such effect to the extent resulting from any of the following, and none of the following shall be taken into account in determining whether there has been, a Material Adverse Effect : ( i ) decreases in any of Seller 's cash balances, ( ii ) the announcement, pendency or consummation of the Transactions, or ( iii ) any adverse change, event, development, or effect arising from ( A ) changes in general business or economic conditions, ( B ) national or international political or social conditions, including the engagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the United States, or any of its territories, possessions, or diplomatic or consular offices or upon any military installation, equipment or personnel of the United States, ( C ) any disruption or any decline in the price of any security or any market index of financial, banking or securities markets generally, ( D ) changes in GAAP, or ( E ) changes in laws issued by any governmental or regulatory authority following the date of this Agreement