definiens: shall mean any event, change or occurrence that ind ividually or together with any other event, change or occurrence, has a materi al and adverse impact on : ( i ) the Assets ; ( ii ) the ability of Seller or Seller Parent to consummate the transacti ons contemplated by this Agreement and the other Tr ansaction Documents ; or ( iii ) the condition or operation of t he Business or the Leased Real Property, except to the extent resulting from ( a ) changes in general local, domest ic, foreign, or international economic conditions, ( b ) changes affecting generally the industries or markets of th e Business, ( c ) acts of war, sabotage or 10 terrorism, military actions or the escalation there of, ( d ) any changes in applicable laws or accountin g rules or principals, including changes in GAAP, ( e ) any othe r action required by this Agreement, or ( f ) the ann ouncement of this Agreement or the transactions contemplated hereby