definiens: means ( a ) with respect to Seller, any circumstance, change in or effect on the Business in the Territory that is materially adverse to the results ofoperations, assets, Liabilities or the financial condition of the Business in the Territory;provided, however, that shall not include the following, and none ofthe following, either alone or in combination, shall be considered in determining whether therehas been a : ( i ) events, circumstances, changes or effects thatgenerally affect the industries in which the Business operates in the Territory ( including legaland regulatory changes ) to the extent such conditions do not disproportionately impact theBusiness in the Territory compared to other businesses that operate in the same industry orindustries as the Business in the Territory and as compared to the industry as a whole ; ( ii)general economic or political conditions or events, circumstances, changes or effectsaffecting the securities markets or credit markets generally ; ( iii ) changes arising from theconsummation of the transactions contemplated by, or the announcement of the execution of, this Agreement ; ( iv ) any circumstance, change or effect that results from any action takenpursuant to or in accordance with this Agreement or at request of Buyer ; ( v ) changes caused bya material worsening of current conditions caused by acts of terrorism or war ( whether or notdeclared ) occurring after the date hereof or any natural or man - made disaster or acts of God;and ( vi ) any matter of which Buyer is aware on the date hereof solely to the extent set forth onthe Disclosure Schedule and ( b ) with respect to Buyer, any circumstance, change or effect thatis materially adverse to the ability of Buyer to consummate timely the transactions contemplatedby this Agreement