definiens: means any circumstance, change in, or effect on, the Businessthat, individually or in the aggregate with any other circumstances, changes in, or effects on, theBusiness ( a ) is materially adverse to the business, operations, assets or liabilities, employeerelationships, customer or supplier relationships, prospects, results of operations or the condition(financial or otherwise ) of the Business, or ( b ) materially and adversely affects the ability of Buyerto operate or conduct the Business in the manner in which it is currently operated or conductedby Seller ; provided, however, that the following shall in no event be deemed to be a MaterialAdverse Effect hereunder : ( i ) any change, occurrence, event or development ( including51 [ * ] Certain confidential information contained in this document, marked by brackets, has been omitted and filedseparately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, asamended . Confidential treatment has been requested with respect to this information.any change in Laws or other binding orders or directives issued by any Governmental Entity)which generally affects the United States economy or the industry as a whole of which theBusiness is a part in the geographic areas where the Business operates or is expected tooperate, except to the extent such change, occurrence, event or development disproportionatelyaffects ( relative to other participants in the industry in which the Business operates ) the Business;(ii ) any national or international political conditions ( including the engagement by the UnitedStates in hostilities or escalations of such engagements, whether or not pursuant to thedeclaration of a national emergency or war, or the occurrence of any military or terrorist attackupon the United States, or any of its territories, possessions, or diplomatic or consular offices orupon any military installation, equipment or personnel of the United States ) or any natural orman - made disaster or acts of God, except to the extent such condition or event disproportionatelyaffects ( relative to other participants in the industry in which the Business operates ) the Business;(iii ) any change, occurrence, event or development arising from or relating to financial, banking, credit or securities markets ( including any disruption thereof or any decline in the price ofsecurities generally or any market or index and any interest or exchange rate fluctuations ), exceptto the extent such change, occurrence, event or development disproportionately affects ( relativeto other participants in the industry in which the Business operates ) the Business ; ( iv ) anychanges in United States generally accepted accounting principles ; ( v ) any change, occurrence, event or development arising from or relating to the announcement of, or the public or industryknowledge of, this Agreement or the transactions contemplated hereby ; or ( vi ) the effect of anyaction taken by Seller which was taken with the prior written consent of Buyer or expresslyrequired by this Agreement