definiens: means any event, occurrence, fact, condition or change that would be, or is materiallyadverse to ( a ) the business, results of operations, financial condition or assets of the Company, or ( b ) the ability of Seller toconsummate the transactions contemplated hereby, or ( c ) has an effect in excess of $ 75,000 ; provided, however, that shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of orattributable to : ( i ) any changes, conditions or effects in the United States or foreign economies or securities or financial marketsin general ; ( ii ) changes, conditions or effects that affect the industries in which the Company operates ; ( iii ) any change, effect orcircumstance resulting from an action required or permitted by this Agreement ; ( iv ) any matter of which Buyer is aware on thedate hereof ; ( v ) the effect of any changes in applicable Laws or accounting rules, including GAAP ; ( vi ) any change, effect orcircumstance resulting from the announcement of this Agreement ; or ( vii ) conditions caused by acts of terrorism or war ( whetheror not declared ) or any natural or man - made disaster or other acts of God