definiens: means any event, circumstance, change, occurrence or effect that, individua lly or in the aggregate, has a material and adverse effect upon the assets, liabilities, financial condition or operating results of the Business or the Purchased Assets, taken as a whole ; provided, however, that any adverse change, event, development or e ffect arising from or relating to any of the following shall not be deemed to constitute, and shall not be taken into account in determining whether there has been, a Material Adverse Effect : ( i ) the United States economy, the global economy, in each case, as a whole, or the industry or markets in which Seller operates ; ( ii ) the filing of the Bankruptcy Case or the conduct of the Business in the Ordinary Course of Business ; ( iii ) national or international political or social conditions, including the engage ment by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the United States, or any of its territories, possessions, or diplomatic or cons ular offices or upon any military installation, equipment or personnel of the United States ; ( iv ) financial, banking, or securities markets ( including any disruption thereof and any decline in the price of any security or any market index ) ; ( v ) changes in GAAP ; ( vi ) changes in Law or Orders ; ( vii ) the taking of any action contemplated by this Agreement or any of the Ancillary Documents ; ( viii ) any including, but not limited to, weather, natural disasters and earthquakes ; ( ix ) changes resulting from the announcement of the execution of this Agreement or any of the Contemplated Transactions ; or ( x ) the termination of any Contract that is not an Assigned Contract