definiens: mean s any change, effect or circumstance that, individually or in the aggregate, is materially adv erse to the business, condition ( financial or other wise ), assets or results of operations of the AS&O Business, taken a s a whole ; provided, however, that an shall not include any adve rse change, effect or circumstance directly or indi rectly resulting from or arising out of ( i ) actions taken by the Parties in connection with and required by t his Agreement or by either Party at the request or with the writt en consent of the other Party, or the failure to ta ke any action prohibited by this Agreement, ( ii ) the identity of Buyer or its Affiliates, ( iii ) changes in the AS&O Business ’ industry or in markets generally and not specifical ly relating to the AS&O Business, ( iv ) changes in e conomic conditions or financial markets in any country or r egion or globally, including changes in interest or exchange rates and changes in currency and credit markets, ( v ) changes in general legal, tax, regulatory, polit ical or business conditions in any country or region, ( vi ) acts of war, armed hostilities, sabotage or terrori sm, or any escalation or worsening of any such acts of war, ar med hostilities, sabotage or terrorism threatened o r underway as of the date of this Agreement, ( vii ) any failure by the AS&O Business to meet any projections, guid ance, estimates, forecasts or milestones for or during an y period ending on or after the date hereof, provid ed that in the case of this clause ( vii ), the underlying cause of, or facts giving rise or contributing to, such chan ges or failure may be taken into account in determining whether an AS&O Business Material Adverse Effect has occurred if not otherwise excepted from this definition, ( viii ) earthquakes, hurricanes, tsunamis, tornadoes, floo ds, mudslides, wild fires or other natural disasters, w eather conditions and other force majeure events, ( ix ) changes in Law or other legal or regulatory conditions ( or the interpretation thereof ) or changes in U.S. GAAP ( or the interpretation thereof ) or ( x ) any fees or expenses incurred in connection with the transactions conte mplated by this Agreement, except to the extent any such chang e, effect or circumstance resulting from, arising o ut of or attributable to the matters - 5 - described in clauses ( iii ), ( iv ), ( v ), ( vi ), ( viii ) and ( ix ) above has a materially disproportionate a dverse effect on the AS&O Business, taken as a whole, as compared to other similarly situated companies that conduct bu siness in the countries and regions in the world and in th e industries and markets in which the Acquired Comp anies, GB Ltd. and the other Asset Sellers conduct the AS & O Business ( in which case, such change, effect or circumstance shall be taken into account only to th e extent it is materially disproportionate when det ermining whether an AS&O Business Material Adverse Effect ha s occurred )