definiens: means any event or condition that, individually or in the aggregate, results in amaterial adverse effect on the Acquired Assets or the Business, taken as a whole, excluding the effects of events orconditions, either alone or in combination, resulting from or arising out of ( i ) the Chapter 11 Cases, ( ii ) the ExcludedAssets or the Excluded Liabilities, ( iii ) changes in general economic, financial or securities markets or geopoliticalconditions, ( iv ) general changes or developments in macroeconomic conditions or the industries and markets in whichthe Business operates, ( v ) the entry into this Agreement, the announcement of the Acquisition, the identity of thePurchaser or the consummation of the transactions contemplated by this Agreement, including termination of, reduction in or similar negative impact on relationships, contractual or otherwise, with any customers, suppliers, distributors, licensors, licensees, partners or employees of the Business, ( vi ) any actions required to be taken oromitted by the Sellers under this Agreement or any action or omission by the Purchaser in breach of this Agreement,(vii ) changes in ( or proposals to change ) any applicable Laws or applicable accounting regulations or principles or theenforcement or interpretation thereof, ( viii ) any outbreak or escalation of hostilities or war or any act of terrorism ornatural disaster or act of God and ( ix ) any failure of the Business to meet any budgets, plans, projections or forecasts(internal or otherwise )