definiens: means any event, occurrence, fact, condition or c hange that is, or could reasonably be expected to be, individually or in th e aggregate, materially adverse ( a ) to the business, results of operations, financial condition or assets of the Bu siness, taken as a whole, or ( b ) the ability of Sel ler to consummate the transactions contemplated hereby ; provided, however, that shall not include any event, occurrence, fact, condition or c hange, directly or indirectly, arising out of or at tributable to : ( i ) general economic or political conditions ; ( ii ) conditions generally affecting the industries in wh ich the Business operates ; ( iii ) any changes in financial, banking or securities markets in general, including any disruption thereof and any decline in the price of any security or any market index or any change in p revailing interest rates ; ( iv ) acts of war ( whether or not de clared ), armed hostilities or terrorism, or the esc alation or worsening thereof ; ( v ) any action required or permi tted by this Agreement or any action taken ( or omit ted to be taken ) with the written consent of or at the writte n request of Buyer ; ( vi ) any changes in applicable Laws or accounting rules ( including GAAP ), or the enforceme nt, implementation or interpretation thereof ; ( vii ) the announcement, pendency or completion of the transac tions contemplated by this Agreement, including los ses or threatened losses of employees, customers, supplier s, distributors or others having relationships with the Seller and the Business ; ( viii ) any natural or man - made di saster or acts of God ; or ( ix ) any failure by the B usiness to meet any internal or published projections, forecas ts or revenue or earnings predictions ( provided tha t the underlying causes of such failures ( subject to the other provisions of this definition ) shall not be e xcluded ) ; provided, in each of clauses ( i ), ( ii ), ( iii ), ( iv ), ( vi ) and ( viii ), except to the extent the Busines s is substantially disproportionately affected thereby in a durational ly significant manner relative to participants in t he industry and market in which the Business operates