ACG Material Adverse Effect. Means any event, change or effect that has had, or would reasonably be expected to have, a substantial, material and adverse effect on the business, results of operations, financial condition, assets or liabilities of the Acquired Companies, taken as a whole, in light of existing circumstances with respect to the Acquired Companies; provided, however, that "ACG Material Adverse Effect" shall not include any event or effect on, or change to, such business, results of operations, financial
... condition, assets or liabilities, to the extent arising out of, resulting from or attributable to (a) conditions or effects that generally affect the industries and markets in which the Acquired Companies operate, (b) general economic conditions affecting the United States or Canada (except in each of clauses (a) and (b) above, if the Acquired Companies, taken as a whole, are materially and disproportionately affected thereby), (c) effects resulting from changes generally affecting capital market conditions in the United States or Canada (including in each of clauses (a), (b) and (c) above, any effects or conditions resulting from an outbreak or escalation of hostilities, acts of 47 terrorism, political instability or other national or international calamity, crisis or emergency, or any governmental or other response to any of the foregoing, in each case whether or not involving the United States), (d) effects arising from changes in Laws or GAAP, (e) effects to the extent resulting from or relating to the transactions contemplated by the Transaction Documents or the announcement or pendency thereof (including, without limitation, any (x) actions by clients or competitors, (y) loss of personnel or clients, or (z) the delay or cancellation of orders for services and products, in each case, in and of themselves), or to the extent resulting from or relating to any informational or due diligence requests or investigations with respect to environmental matters made after the date hereof, (f) effects resulting from compliance with the terms and conditions of the Transaction Documents by the Acquired Companies or consented to in writing by Holdings, (g) any breach of the Transaction Documents by any Vertis Party, (h) any failure, or prospective failure, by the Acquired Companies to meet any financial or business projections or forecasts or future synergies in and of themselves or (i) the filing of a chapter 11 petition by ACG or Graphics to the extent required by the Restructuring Agreement. The Vertis Parties acknowledge and agree that an ACG Material Adverse Effect shall be measured only against past performance of the Acquired Companies, taken as a whole, and not against any forward-looking statements, financial or business projections or forecasts or future synergies of or related to the Acquired Companies, regardless of whether such statements, projections, forecasts or synergies apply to periods before or after the Closing.
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