definiens: or means any effect or change that would bematerially adverse to the Assets ; provided, however, that the foregoing will not include any event, effect, circumstance, change, occurrence, fact or development resulting from or relating to ( i ) general business oreconomic conditions, ( ii ) national or international political or social conditions, including the engagement bythe United States of America in hostilities, whether or not pursuant to the declaration of a national emergencyor war, or the occurrence of any military or terrorist attack upon the United States of America or any of itsterritories, possessions or diplomatic or consular offices or upon any military installation, equipment orpersonnel of the United States of America, ( iii ) financial, banking or securities markets ( including anydisruption 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, except to the extent that any of the events, effects, circumstances, changes, occurrences, facts or developments in the foregoing clauses ( i ) through ( v ) has hada disproportionate effect on the Seller as compared to other participants in the industry in which the Selleroperates, ( vi ) the negotiation, execution, or delivery of this Agreement or the announcement or consummationof any of the transactions contemplated hereby, ( vii ) the Medoc Federal Investigation described in DisclosureSchedule 4.11, or ( viii ) any fact or circumstance arising after a Closing with respect to the Assets transferredduring the Closing