definiens: or means any effect or change that would be materially adverse to the Assets ; provided, however, that the foregoing will not include any event, effect, circumstance, change, occurrence, fa ct or development resulting from or relating to ( i ) general business or economic conditions, ( ii ) natio nal or international political or social conditions, including the engagement by the United States of Am erica in hostilities, whether or not pursuant to th e declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the United States of America or any of its territor ies, possessions or diplomatic or consular offices or upon any military installation, equipment or person nel of the United States of America, ( iii ) financia l, banking or securities markets ( including any disrup tion thereof and any decline in the price of any security or any market index ), ( iv ) changes in GAAP, ( v ) changes in Law other than Health Care Law, exce pt to the extent that any of the events, effects, circumstances, changes, occurrences, facts or devel opments in the foregoing clauses ( i ) through ( v ) has had a disproportionate effect on a Party as com pared to other participants in the industry in whic h such Party operates, ( vi ) the negotiation, executio n, or delivery of this Agreement or the announcemen t or consummation of any of the transactions contempl ated hereby, or ( vii ) any fact or circumstance arising after a Closing with respect to the Assets transferred during the Closing