definiens: means an event, change, or effect which is materially adverse to the Transferred Assets, taken as a whole ; provided that for purposes of the foregoing, none of the following shall be deemed in itself, either alone or in combination, to constitute a, and shall not be taken into account in determining whether a has occurred or would be expe cted to occur ( i ) conditions affecting the U.S. economy generally, ( ii ) any adverse change, development, circumstance, effect, event or fact ( including any change in general legal, regulatory, political, economic or business conditions ) that is generally a pplicable to the industries or markets in which the Seller operates, ( iii ) changes in any Law or other binding directives issued by any Governmental Authority, ( iv ) any action taken by Seller with the written consent of Buyer, ( v ) the negotiation, executio n, announcement or pendency of this Agreement and the transactions contemplated hereby, including any impact thereof on relationships, contractual or otherwise, with any customers, suppliers, distributors, partners or employees, or ( vi ) the taking of any a ction contemplated by this Agreement, the Ancillary Documents or the other agreements contemplated hereby, including compliance with the terms hereof and thereof and the completion of the transactions contemplated hereby and thereby