Common use of Replacement Representative Clause in Contracts

Replacement Representative. (a) Entegris may designate any loan or credit agreement referred to in clause (i) of the definition of the term “Replacement Entegris Credit Agreement” or clause (i) of the definition of the term “Replacement Versum Credit Agreement” as the Replacement Entegris Credit Agreement or the Replacement Versum Credit Agreement, as the case may be, and the Replacement Representative in respect of the Replacement Entegris Credit Agreement or the Replacement Versum Credit Agreement, as the case may be, may become a party hereto, on behalf of itself and the Pari Secured Parties represented by it, upon the satisfaction of the following requirements: (i) Entegris shall have delivered to each Representative a completed Designation, executed on its behalf by an Authorized Officer, pursuant to which Entegris shall (1) attach, and certify as true and correct, copies of the Replacement Entegris Credit Agreement or the Replacement Versum Credit Agreement, as the case may be, (2) specify the initial aggregate principal amount or committed amount of the Indebtedness that will constitute Entegris Credit Agreement Obligations or Versum Credit Agreement Obligations, as applicable, after giving effect to such Designation, (3) specify the name and address of the Replacement Representative in respect of the Replacement Entegris Credit Agreement or the Replacement Versum Credit Agreement, as applicable, (4) certify that such Entegris Credit Agreement Obligations or Versum Credit Agreement Obligations, as applicable, are permitted by each Pari Document (other than any Pari Document to be discharged and terminated upon the incurrence thereof) and that the conditions set forth in this Section 5.14 are satisfied with respect to such Entegris Credit Agreement Obligations or Versum Credit Agreement Obligations, as applicable, and (D)(x) in the case of a Replacement Entegris Credit Agreement, expressly state that such agreement satisfies the requirements of a Replacement Entegris Credit Agreement and is designated as a Replacement Entegris Credit Agreement or (y) in the case of a Replacement Versum Credit Agreement, expressly state that such agreement satisfies the requirements of a Replacement Versum Credit Agreement and is designated as a Replacement Versum Credit Agreement; and (ii) the Replacement Representative in respect of the Replacement Entegris Credit Agreement or the Replacement Versum Credit Agreement, as applicable, shall have executed and delivered a Joinder Agreement pursuant to which (x) in the case of a Replacement Representative in respect of the Replacement Entegris Credit Agreement, such Replacement Representative becomes the Entegris Credit Agreement Representative hereunder, such Replacement Entegris Credit Agreement becomes the Entegris Credit Agreement hereunder and such Entegris Credit Agreement Obligations and holders of such Entegris Credit Agreement Obligations become subject hereto and bound hereby or (y) in the case of a Replacement Representative in respect of the Replacement Versum Credit Agreement, such Replacement Representative becomes the Versum Credit Agreement Representative hereunder, such Replacement Versum Credit Agreement becomes the Versum Credit Agreement hereunder and such Versum Credit Agreement Obligations and holders of such Versum Credit Agreement Obligations become subject hereto and bound hereby. (b) Upon the delivery of the Designation by Entegris and the execution and delivery of a Joinder Agreement by a Replacement Representative in accordance with this Section 5.14, each other Representative shall acknowledge receipt thereof and, in the case of such Joinder Agreement, shall countersign a copy thereof and return the same to such Replacement Representative; provided that the failure of any Representative to so acknowledge or return shall not affect the designation of the Replacement Entegris Credit Agreement or the Replacement Versum Credit Agreement, as applicable, or any Replacement Representative becoming a party hereto, if the other requirements of this Section 5.14 are satisfied.

Replacement Representative. (a) Entegris may designate any loan or credit agreement referred to in clause (i) The Original Representative hereby withdraws as the “Representative” under the Agreement and is no longer a party thereto in any capacity. The Original Representative represents and warrants to Purchaser that it has not taken any action or exercised any authority in its role as “Representative” pursuant to Section 14.19 of the definition Agreement. (ii) Effective as of the term date hereof, the parties hereto (other than the Original Representative) (the “Releasing Parties”) shall be deemed to have released and discharged the Original Representative and its representatives (whether in such Person’s capacity as a shareholder, director, officer, employee or otherwise) from any and all claims, demands and causes of action, whether known or unknown, liquidated or contingent, relating to or arising out of the Original Representative’s role, duties, obligations or responsibilities of any kind as “Representative” under the Agreement arising following the execution of this Amendment (the “Release Time”) (but, for the avoidance of doubt, not to the extent arising prior to the Release Time). The Releasing Parties acknowledge that the Laws of many states provide substantially the following: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” The Releasing Parties acknowledge that such provisions are designed to protect a Person from waiving claims which it does not know exist or may exist. Nonetheless, the Releasing Parties agree that, effective as of the Release Time, each of the Releasing Parties shall be deemed to waive any such provision. The Releasing Parties further agree that none of the their respective Subsidiaries shall, or shall permit any Subsidiary thereof to, institute a lawsuit or other legal proceeding based upon, arising out of, or relating to any of the claims released by this Section 2(a)(ii). (iii) The Replacement Entegris Credit AgreementRepresentative hereby (A) becomes “Representative” or clause under the Agreement with the same force and effect as if originally named therein as the “Representative” and (B) agrees to all of the terms and provisions of the Agreement applicable to it as “Representative” thereunder. (iv) Section 14.19(a) of the Agreement is hereby deleted in its entirety and replaced with the following: “Each Seller hereby irrevocably appoints the Representative to serve (and the Purchaser hereby acknowledges that the Representative will serve) as the exclusive agent, proxy and attorney-in-fact for such Seller for all purposes under this Agreement (including full power and authority to act on behalf of such Seller). Without limiting the generality of the foregoing appointment, the Representative is authorized and empowered to (i) in connection with the Closing, execute and receive all documents, instruments, certificates, statements and agreements on behalf of and in the name of each Seller necessary or desirable to effectuate the Closing; (ii) execute and deliver, should it elect to do so in its sole discretion, on behalf of each Seller, any amendment to, or waiver under, this Agreement so long as the express terms of such amendment or waiver do not adversely and disproportionately affect the rights or obligations of any Seller as compared to any other Sellers, and in the case of any such effect on a Seller or Sellers, the Seller or Sellers so adversely and disproportionately affected, must provide their prior written consent for any such action to be taken; (iii) engage and employ, on behalf of the definition Sellers, agents and representatives (including legal counsel and other professionals) and incur such expenses as the Representative may in its sole discretion determine necessary or appropriate in connection with the administration of the term “Replacement Versum Credit foregoing, at the expense of the Sellers; (iv) pay or cause to be paid all expenses incurred or to be incurred by or on behalf of the Sellers in connection with this Agreement” ; (v) accept, deliver and receive instructions and notices required or permitted under this Agreement; (vi) take all other actions to be taken by or on behalf of any Seller and exercise any and all rights that any Seller is permitted or required to do or exercise under this Agreement; and (vii) take all other actions that are either necessary or appropriate in its judgment for the accomplishment of the foregoing or contemplated by the terms of this Agreement. The Representative will have no duties or responsibilities except for those expressly set forth herein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on behalf of any Seller will exist with respect to the Representative in its capacity as such. The agencies and proxies created hereunder by the Replacement Entegris Credit Agreement Sellers are coupled with an interest and are therefore irrevocable without the consent of the Representative, and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Seller. All decisions and acts by the Replacement Versum Credit AgreementRepresentative will be binding upon the Sellers and no Seller will have the right to object, dissent, protest or otherwise contest the same. Without limiting the generality of the foregoing, any notice delivered or payment made by the Purchaser to the Representative will be treated as having been delivered or made, as the case may be, and the Replacement Representative in respect to each Seller entitled thereto, regardless of the Replacement Entegris Credit Agreement actions taken or not taken by the Replacement Versum Credit Agreement, as the case may be, may become a party hereto, Representative following receipt of such notice or payment. The Representative is authorized to act on behalf of itself the Sellers in accordance with the terms of this Section 14.19, notwithstanding any dispute or disagreement with or among the Sellers. The Purchaser and any other third party will be entitled to rely on any and all actions taken by the Representative without any liability to, or obligation to inquire of, any of the Sellers. The Purchaser and any such other third party is and will be fully protected and indemnified by the Sellers in acting or refraining from acting upon and relying upon any notice, instruction, direction, request, waiver, consent, receipt or other paper or document in writing that the Purchaser or such other third party in good faith reasonably believes has been signed by the Representative. Neither the Representative nor any of its representatives will be liable to any Seller, or any other Person, relating to the performance of the Representative’s duties and obligations under this Agreement for any errors in judgment, negligence, oversight, breach of duty or otherwise, except to the extent it is determined in a final and non-appealable order or judgment by a court of competent jurisdiction that the actions taken or not taken by the Representative constituted knowing, willful and intentional misconduct. The Representative and its representatives will be indemnified and held harmless by the Sellers, severally (and not jointly), each in accordance with their respective Securities as set forth on Schedule 5.03, from and against any and all losses, expenses and all other damages paid or otherwise incurred in any Legal Proceeding to which the Representative is made a party by reason of the fact that the Representative was acting as such pursuant to this Agreement; provided, however, that the Representative will not be entitled to indemnification hereunder to the extent it is determined in a final and non-appealable order or judgment by a court of competent jurisdiction that the actions taken or not taken by or on behalf of the Representative constituted knowing, willful and intentional misconduct. The Representative will be fully protected in acting upon any notice, statement or certificate believed by the Representative to be genuine and to have been furnished by the appropriate Person and in acting or refusing to act on any matter unless such action constitutes knowing, willful and intentional misconduct as determined in a final non-appealable order or judgment by a court of competent jurisdiction. The Representative is serving in that capacity solely for purposes of administrative convenience, and is not liable in such capacity or any other capacity for any of the obligations of the Company or the Sellers hereunder; and the Pari Secured Parties represented by itPurchaser agrees that it will not in any event look to the assets of the Representative, upon acting in such capacity, for the satisfaction of any obligations to be performed by the following requirements: (i) Entegris shall have delivered to each Representative a completed Designation, executed on its behalf by an Authorized Officer, pursuant to which Entegris shall (1) attach, and certify as true and correct, copies of the Replacement Entegris Credit Agreement Company or the Replacement Versum Credit Agreement, as the case may be, (2) specify the initial aggregate principal amount or committed amount of the Indebtedness that will constitute Entegris Credit Agreement Obligations or Versum Credit Agreement Obligations, as applicable, after giving effect to such Designation, (3) specify the name and address of the Replacement Representative in respect of the Replacement Entegris Credit Agreement or the Replacement Versum Credit Agreement, as applicable, (4) certify that such Entegris Credit Agreement Obligations or Versum Credit Agreement Obligations, as applicable, are permitted by each Pari Document (other than any Pari Document to be discharged and terminated upon the incurrence thereof) and that the conditions set forth in this Section 5.14 are satisfied with respect to such Entegris Credit Agreement Obligations or Versum Credit Agreement Obligations, as applicable, and (D)(x) in the case of a Replacement Entegris Credit Agreement, expressly state that such agreement satisfies the requirements of a Replacement Entegris Credit Agreement and is designated as a Replacement Entegris Credit Agreement or (y) in the case of a Replacement Versum Credit Agreement, expressly state that such agreement satisfies the requirements of a Replacement Versum Credit Agreement and is designated as a Replacement Versum Credit Agreement; and (ii) the Replacement Representative in respect of the Replacement Entegris Credit Agreement or the Replacement Versum Credit Agreement, as applicable, shall have executed and delivered a Joinder Agreement pursuant to which (x) in the case of a Replacement Representative in respect of the Replacement Entegris Credit Agreement, such Replacement Representative becomes the Entegris Credit Agreement Representative Sellers hereunder, such Replacement Entegris Credit Agreement becomes the Entegris Credit Agreement hereunder and such Entegris Credit Agreement Obligations and holders of such Entegris Credit Agreement Obligations become subject hereto and bound hereby or (y) in the case of a Replacement Representative in respect of the Replacement Versum Credit Agreement, such Replacement Representative becomes the Versum Credit Agreement Representative hereunder, such Replacement Versum Credit Agreement becomes the Versum Credit Agreement hereunder and such Versum Credit Agreement Obligations and holders of such Versum Credit Agreement Obligations become subject hereto and bound hereby. (b) Upon the delivery of the Designation by Entegris and the execution and delivery of a Joinder Agreement by a Replacement Representative in accordance with this Section 5.14, each other Representative shall acknowledge receipt thereof and, in the case of such Joinder Agreement, shall countersign a copy thereof and return the same to such Replacement Representative; provided that the failure of any Representative to so acknowledge or return shall not affect the designation of the Replacement Entegris Credit Agreement or the Replacement Versum Credit Agreement, as applicable, or any Replacement Representative becoming a party hereto, if the other requirements of this Section 5.14 are satisfied.”