Vertis 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 Holdings and its Subsidiaries, taken as a whole, in light of existing circumstances with respect to Holdings and its Subsidiaries; provided, however, that "Vertis 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 Holdings and its Subsidiaries, (b) general economic conditions affecting the United States or Canada (except in each of clauses (a) and (b) above, if Holdings and its Subsidiaries, 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 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 50 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), (f) effects resulting from compliance with the terms and conditions of the Transaction Documents by Holdings and its Subsidiaries or consented to in writing by ACG, (g) any breach of the Transaction Documents by ACG, (h) any failure, or prospective failure, by Holdings and its Subsidiaries 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 Holdings or Vertis to the extent required by the Restructuring Agreement. The Acquired Companies acknowledge and agree that a Vertis Material Adverse Effect shall be measured only against past performance of Holdings and its Subsidiaries, taken as a whole, and not against any forward-looking statements, financial or business projections or forecasts or future synergies of or related to Holdings and its Subsidiaries, regardless of whether such statements, projections, forecasts or synergies apply to periods before or after the Closing.
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