definiens: means any change, event, violation, inaccuracy, circumstance or effect ( each, an and, collectively, ) that has, or could reasonably be expected to h ave, a material adverse effect on the financial condition, assets, or results of operations of the Business or value o f the Purchased Assets, taken as a whole ; provided that none of the following shall be deemed in themselves, either al one or in combination, to constitute, and none of the followi ng shall be taken into account in determining wheth er there has been a Material Adverse Effect : ( i ) effects arising from or relating to general business or economic c onditions ; ( ii ) effects arising from or relating to general nationa l or international political or social conditions, including the engagement by the United States or any other countr y in hostilities, or the escalation thereof ; ( iii ) effects arising from or relating to any changes in financial, banki ng, securities, or commodities markets in general ; ( iv ) changes in, or changes in interpretations of, GAAP or other applicable accounting rules, regulations, or prono uncements, and any effects to the extent arising therefrom or related thereto ; ( v ) changes in, or changes in inte rpretations of, Legal Requirements after the date of this Agreement, and any effects arising therefrom or related ther eto ; ( vi ) the announcement or pendency of the transactions contem plated herein, and any effects arising therefrom or related thereto ; ( vii ) any action required to be taken by t his Agreement by any Person, and any effects arisin g therefrom or related thereto ; and ( viii ) effects arising from or relating to any violation or breach by Purchase r of any representation or warranty of Purchaser contained i n this Agreement, except to the extent, in the case of the foregoing clauses ( i ) through ( iii ), such effects r eferred to therein have a disproportionate impact o n the Business relative to the industry in which the Business comp etes as a whole