by the Versum Board) and its Subsidiaries, as applicable, constitute an Intervening Event unless such Effect constitutes a Material Adverse Effect on Versum or Entegris, as applicable.
IT Assets
means computers, software, firmware, middleware, servers, workstations, routers, hubs, switches, networks,
data communications lines and all other information technology equipment and all associated documentation.
Knowledge
(a) with respect to Versum or any of its Subsidiaries means the actual knowledge of the Persons
listed on
Section
10.7
(a)(i)
of the Versum Disclosure Letter and (b) with respect to Entegris or any of its Subsidiaries means the actual knowledge of the Persons listed on
Section
10.7(a)(i)
of the Entegris Disclosure Letter.
Laws
means any federal, state,
local, foreign, international or transnational law, statute, ordinance, common law, rule, regulation, standard, judgment, determination, order, writ, injunction, decree, arbitration award, treaty, agency requirement, authorization, license or permit
of any Governmental Entity.
Leased Real Property
with respect to Versum or Entegris, means all leasehold or
subleasehold estates and other rights to use and occupy any land, buildings, structures, improvements, fixtures or other interest in Real Property held by Versum and any of its Subsidiaries or Entegris and any of its Subsidiaries, as applicable.
Licenses
means all permits, licenses, certifications, approvals, registrations, consents, authorizations,
franchises, variances, exemptions and orders issued or granted by a Governmental Entity.
Material Adverse
Effect
with respect to Versum or Entegris, means any Effect that is materially adverse to the business, condition (financial or otherwise) or results of operations of such Party and
its Subsidiaries, taken as a whole;
provided
,
however
, that none of the following, alone or in combination, shall be deemed to constitute a Material Adverse Effect, or be taken into account in determining whether a Material
Adverse Effect has occurred or would reasonably be expected to occur:
(A) Effects generally
affecting (1) the economy, credit, capital, securities or financial markets in the United States or elsewhere in the world, including changes to interest rates and exchange rates, or (2) political, regulatory or business conditions in any
jurisdiction in which such Party or any of its Subsidiaries has material operations or where any of such Partys or any of its Subsidiaries products or services are sold;
(B) Effects that are the result of factors generally affecting the semiconductor industry or any
industry, markets or geographical areas in which such Party and its Subsidiaries operate;
(C) any
loss of, or adverse Effect in, the relationship of such Party or any of its Subsidiaries, contractual or otherwise, with customers, Employees, unions, suppliers, distributors, financing sources, partners or similar relationship to the extent caused
by the entry into, announcement or consummation of the Transactions (
provided
that the exception in this clause (C) shall not apply to the representations and warranties contained in
Section
5.4(b)
);
(D) the performance by any Party of its obligations to the extent expressly required under this
Agreement;
(E) any action taken (or not taken) by such Party or any of its Subsidiaries
(1) that is required to be taken (or not to be taken) by this Agreement and for which the Party shall have requested in writing the other Partys consent to permit its
non-compliance
and such
non-requesting
Party shall not have granted such consent or (2) at the written request of the other Party, which action taken (or not taken) is not required under the terms of this Agreement;
(F) changes or modifications, and prospective changes or modifications, in GAAP or in any Law of general
applicability, including the repeal thereof, or in the interpretation or enforcement thereof, after the date of this Agreement;
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