definiens: means any fact, occurrenc e, condition, development, circumstance, effect or change that, individually or when taken together with all such other facts, occurrences, conditions, developm ents, circumstances, effects or changes, ( a ) is materiall y adverse to the Acquired Assets taken as a whole, or ( b ) prevents Seller from timely consummating the tr ansactions contemplated hereby ; provided that a shall not include the following fac ts, occurrences, conditions, developments, circumst ances, effects or changes : ( i ) any changes resulting from general economic, regulatory or political condition s, ( ii ) any changes that affect the industry in which Seller op erates generally, ( iii ) any acts of terrorism, mili tary operation or war, ( iv ) changes in Law or GAAP, ( v ) natural di sasters or acts of God, ( vi ) the announcement, pend ency or completion of the transaction contemplated by this Agreement, ( vii ) any event or change affecting Buye r, provided that such event or change is not caused by Seller, [ * ] or ( xi ) actions required by this Agree ment or actions taken ( or omitted to be taken ) with the pri or written consent of or at the written request of Buyer