definiens: means any material adverse change to the business, condition ( financial or otherwise ), results of operations, assets, or liabilities of Seller, or on the ability of Seller to perform its obligations under this Agreement or to consummate the transactions contemplated hereby ; provided, howev er, that in determining whether a Seller Material Adverse Effect has or would occur, is reasonably likely to occur, or would reasonably be expected to occur, any change or effect on Seller primarily resulting from, or arising out of, any of the following, ( either alone or in combination ) shall be excluded and disregarded : ( i ) changes in, or conditions affecting, interest rates or general economic conditions in the United States ; ( ii ) changes in, or conditions affecting, the industries in which Seller operat es ; ( iii ) acts of war, terrorism, hostilities or other similar events ; ( iv ) natural disasters and other similar events beyond the reasonable control of Seller ; ( v ) changes in Legal Requirements or SAP, or in the interpretation of the foregoing by any Perso n other than Seller ; or ( vii ) any action or omission taken by Evolent, Buyer or any of their Affiliates or by any Designated Employee or any act or omission taken by Seller upon the advice of Evolent, an Affiliate of Evolent or any Designated Employee ( whe ther under this Agreement, the Services Agreement or otherwise ) ; or ( viii ) any change, effect or circumstance resulting from the announcement or performance of this Agreement, ( provided that such exclusions will not apply in each of the cases specified in clauses ( i ) or ( ii ) ), if such change, effect, event, fact, circumstance or occurrence has or would reasonably be expected to have a disproportionate effect on Seller relative to the other entities in the industries in which Seller operates