definiens: means any event, occurrence, fact, condition or change that is, or couldreasonably be expected to become, individually or in the aggregate, materially adverse to ( a ) the business, results ofoperations, condition ( financial or otherwise ) or assets of the Business, taken as a whole, or ( b ) the ability of Seller toconsummate the transactions contemplated hereby on a timely basis ; provided, however, that for the purposes ofclause ( a ), shall not be deemed to include events, occurrences, facts, conditions orchanges arising out of, relating to or resulting from ( i ) general economic or political conditions ; ( ii ) changes in financial, banking or securities markets in general ; ( iii ) the announcement, pendency or completion of the transactionscontemplated by this Agreement ; ( iv ) any outbreak or escalation of war or any act of terrorism ; ( v ) general conditionsin the industry in which Seller operates ; ( vi ) any changes in applicable Laws or accounting rules ( including GAAP ) orthe enforcement, implementation or interpretation thereof ; ( vii ) any natural or man - made disaster or acts of God ; or(viii ) any failure by the Business to meet any internal or published projections, forecasts or revenue or earningspredictions ( provided that the underlying causes of such failures ( subject to the other provisions of this definition ) shallnot be excluded ) ; provided further that any event, change or effect referred to in clauses ( i ), ( ii ) and ( iv ) through ( vii)immediately above shall be taken into account in determining whether a Material Adverse Effect has occurred orwould reasonably be expected to occur to the extent that such event, change or effect has a disproportionate effecton Seller compared to other participants in the industries in which Seller conducts its business