Common use of Certain Contracts and Arrangements Clause in Contracts

Certain Contracts and Arrangements. Schedule 3.1(u) of the Company Disclosure Schedule, together with the lists of exhibits contained in the Company SEC Documents, sets forth a true and complete list, as of the date of this Agreement, of (i) each agreement to which the Company or any of its Subsidiaries is a party (other than this Agreement) that is of a type that would be required to be included as an exhibit to a Registration Statement on Form S-1 pursuant to Items 601(b)(2), (4), (9) or (10) of Regulation S-K of the SEC if such a registration statement was filed by the Company on the date of this Agreement; (ii) any agreement that purports to limit the manner in which, or the localities in which, the Company’s or its Subsidiaries’ businesses are conducted in any manner that is material to the Company and its Subsidiaries, taken as a whole, including any non-compete agreements, agreements limiting the ability of the Company or any of its Subsidiaries from soliciting customers or employees; (iii) any material agreement that contains any “most favored nation,” “take or pay,” minimum requirements, right of first refusal or other similar provisions with respect to any transaction engaged in by the Company or its Subsidiaries; (iv) any agreement providing for exclusive rights of marketing or distributing any of the products of the Company or its Subsidiaries in any manner that is material to the Company and its Subsidiaries, taken as a whole; (v) any supply contract of one year or greater remaining duration that involves required payments by or to the Company or any of its Subsidiaries of more than $20 million with respect to the Company’s plastics segment, and $40 million with respect to the Company’s chemicals business segment, in each case on an annual basis; (vi) any sales contract of one year or greater remaining duration that involves required payments by or to the Company or any of its Subsidiaries of more than $7 million with respect to the Company’s plastics segment, and $15 million with respect to the Company’s chemicals business segment, in each case on an annual basis; (vii) any contract which contemplates consideration in excess of $10 million with respect to the acquisition or disposition of any Person or line of business, whether by way of merger, acquisition of equity securities or acquisition of assets; (viii) any contract with respect to the settlement of any litigation, proceeding or claim involving non-monetary relief or monetary relief in excess of $15 million; (ix) any contract or agreement relating to the borrowing of money or extension of credit pursuant to which the Company or any of its Subsidiaries has a borrowing capacity of more than $30 million or outstanding Indebtedness of more than $15 million; (x) any contract that is related to the governance or operation of any joint venture, partnership or similar arrangement, other than such contract solely between or among any of the Company and its Subsidiaries; (xi) any IP Agreement that is material to the Company and its Subsidiaries, taken as a whole; (xii) any material contract that is a currency or interest hedging arrangement; (xiii) any material contract containing a put, call, right of first refusal or similar right pursuant to which the Company or any of its Subsidiaries would be required to purchase securities of another Person; (xiv) any contract that includes any Affiliate of the Company (other than a Subsidiary of the Company) as a counterparty; and (xv) any collective bargaining agreement or other material agreement with any labor organization (collectively, the “Company Contracts”). Except as would not be reasonably likely to result in, individually or in the aggregate, a liability (of any nature) to the Company or any of its Subsidiaries, in excess of $5,000,000, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, to the knowledge of the Company as of the date of this Agreement, is any other party to any such Company Contract in breach or default thereunder. Except as would not be reasonably likely to result in, individually or in the aggregate, a liability (of any nature) to the Company or any of its Subsidiaries, in excess of $5,000,000, as of the date hereof, (A) neither the Company nor any of its Subsidiaries has received any claim or notice of material breach of or material default under any such Company Contract or any notice of intent to cancel or terminate any Company Contract, and, (B) to the knowledge of the Company, no event has occurred which individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any Company Contract by the Company or any of its Subsidiaries party thereto (in each case, with or without notice or lapse of time or both).

Certain Contracts and Arrangements. Schedule 3.1(u3.1(v) of the Company Disclosure Schedule, together with the lists of exhibits contained in the Company SEC Documents, sets forth a true correct and complete list, as of the date of this Agreement, of (i) each agreement to which the Company or any of its Subsidiaries is a party (other than this Agreement) that is of a type that would be required to be included as an exhibit to a Registration Statement on Form S-1 pursuant to Items 601(b)(2), (4), (9) or (10) of Regulation S-K of the SEC if such a registration statement was filed by the Company on the date of this Agreement; (ii) any non-competition agreement or other agreement that purports to limit the manner in which, or the localities in which, the Company’s or its Subsidiaries’ businesses are conducted in any manner that is material to the Company and its Subsidiaries, taken as a whole, including any non-compete agreements, agreements limiting the ability of the Company or any of its Subsidiaries from soliciting customers or employeesmay compete in any business; (iii) any material agreement that contains any “most favored nation,” “take supply or pay,” minimum requirements, right of first refusal or other similar provisions with respect to any transaction engaged in by the Company or its Subsidiaries; (iv) any agreement providing for exclusive rights of marketing or distributing any of the products of the Company or its Subsidiaries in any manner that is material to the Company and its Subsidiaries, taken as a whole; (v) any supply sales contract of one year or greater remaining duration that involves required payments having an aggregate value, or involving payment by or to the Company or any of its Subsidiaries of more than $20 million with respect to the Company’s plastics segment, and $40 million with respect to the Company’s chemicals business segment, in each case on an annual basis; (vi) any sales contract of one year or greater remaining duration that involves required payments by or to the Company or any of its Subsidiaries of more than $7 million with respect to the Company’s plastics segment, and $15 million with respect to the Company’s chemicals business segment, in each case on an annual basis; (vii) any contract which contemplates consideration in excess of $10 million with respect to the acquisition or disposition of any Person or line of business, whether by way of merger, acquisition of equity securities or acquisition of assets; (viii) any contract with respect to the settlement of any litigation, proceeding or claim involving non-monetary relief or monetary relief in excess of $15 1.5 million; (ixiv) any contract or agreement relating to the borrowing of money or extension of credit pursuant to which the Company or any of its Subsidiaries has a borrowing capacity of more than $30 500,000 million or outstanding Indebtedness indebtedness of more than $15 million500,000; (xv) any material contract that is related or agreement with respect to the governance or operation of any joint venture, partnership or similar arrangement, other than such arrangements; (vi) any contract solely between or among any agreement that prohibits the payment of dividends or distributions in respect of capital stock of the Company and or any of its Subsidiaries, prohibits the pledging of capital stock of the Company or any of its Subsidiaries or prohibits the issuance of guarantees by the Company or any of its Subsidiaries; (xivii) any IP Agreement that is material to contract or agreement (or a related series of contracts or agreements) for the acquisition or disposition by the Company and or any of its Subsidiaries, taken as Subsidiaries of assets with a whole; (xii) any material contract that is a currency value of more than $500,000 or interest hedging arrangement; (xiii) any material contract containing a put, call, right of first refusal or similar right pursuant with respect to which the Company or any of its Subsidiaries has continuing indemnification, “earn-out” or other contingent payment obligations, in each case, that would reasonably be required expected to purchase securities result in payments in excess of another Person; (xiv) any contract that includes any Affiliate of the Company (other than a Subsidiary of the Company) as a counterparty$500,000; and (xvviii) any collective bargaining agreement Contract that would prevent, materially delay or other material agreement with any labor organization materially impede the Company’s ability to consummate the Merger (collectively, the “Company Contracts”). Except as would not reasonably be reasonably likely expected to result inhave, individually or in the aggregate, a liability (of any nature) to the Company or any of its Subsidiaries, in excess of $5,000,000Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, to the knowledge of the Company as of the date of this Agreement, is any other party to any such Company Contract in breach or default thereunder. Except The Company has delivered or made available to Parent prior to the date hereof true and complete copies of each Company Contract (including an amendments, waivers or modifications thereto) in existence (and pursuant to which the Company or any of its Subsidiaries has further obligations after the date hereof) as would not of the date hereof. Each such Company Contract is valid and in full force and effect and enforceable in accordance with its respective terms, subject to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity, except to the extent that (A) they have previously expired in accordance with their terms or (B) the failure to be reasonably likely to result inin full force and effect, individually or in the aggregate, has not had and would not reasonably be expected to have a liability Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to any Contract, in each case, that prohibits the Company or any of its Subsidiaries from (i) keeping Parent reasonably informed in all material respects of the status and details (including any change to the terms thereof) of any natureAcquisition Proposal and (ii) providing to Parent as soon as practicable after receipt or delivery thereof copies of all correspondence and other written material sent or provided to the Company or any of its Subsidiaries, in excess of $5,000,000, as Subsidiaries from any person that describes any of the date hereof, (A) neither the Company nor terms or conditions of any of its Subsidiaries has received any claim or notice of material breach of or material default under any such Company Contract or any notice of intent to cancel or terminate any Company Contract, and, (B) to the knowledge of the Company, no event has occurred which individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any Company Contract by the Company or any of its Subsidiaries party thereto (in each case, with or without notice or lapse of time or both)Acquisition Proposal.

Certain Contracts and Arrangements. As of the date hereof, except as set forth on Schedule 3.1(u) 3.17 of the Company Disclosure ScheduleLetter, together with the lists of exhibits contained in the Company SEC Documents, sets forth a true and complete list, as none of the date Operating Subsidiaries or any of this Agreementtheir respective Subsidiaries is a party to or bound by any contracts, agreements, instruments, licenses, commitments or understandings ("Contracts") of the following nature (icollectively, the "Material Contracts"): (a) each agreement to which storage and throughput Contracts; (b) Contracts in respect of the sale or provision of products or services by the Company or any of its Subsidiaries is a party involving, in each case, either (i) annualized consideration in excess of five hundred thousand dollars ($500,000) that are not cancelable without penalty upon ninety (90) days' notice or (ii) aggregate consideration in excess of two million dollars ($2,000,000); (c) collective bargaining agreements, union agreements, employment agreements, "change of control agreements" with employees, severance agreements or consulting agreements; (d) loan or credit agreements, indentures, guarantees (other than this Agreement) that is of a type that would be required to be included as an exhibit to a Registration Statement on Form S-1 pursuant to Items 601(b)(2endorsements made for collection), mortgages, pledges, conditional sales or other title retention agreements, or equipment financing obligations, lease or lease-purchase agreements involving, in each case, borrowings, or capacity to borrow, in excess of one hundred thousand dollars (4$100,000); (e) leases or similar instruments regarding real property (other than storage and throughput Contracts); (i) Contracts relating to competitive activities that restrict any Operating Subsidiary or any of their respective Subsidiaries from competing in any line of business or with any Person in any geographical area, (9) or (10) that restrict any other Person from competing with any Operating Subsidiary or any of Regulation S-K their respective Subsidiaries in any line of the SEC if such a registration statement was filed by the Company on the date of this Agreement; business or in any geographical area and (ii) any agreement Contracts that purports to limit the manner in which, or the localities in which, the Company’s or its Subsidiaries’ businesses are conducted in any manner that is material to the Company Operating Subsidiaries and its their respective Subsidiaries, taken as a whole, including and that restrict any non-compete agreements, agreements limiting the ability of the Company Operating Subsidiary or any of its their respective Subsidiaries from soliciting customers disclosing any information concerning or employees; (iii) obtained from any material agreement other Person, or that contains restrict any “most favored nation,” “take other Person from disclosing any information concerning or pay,” minimum requirements, right of first refusal or other similar provisions with respect to obtained from any transaction engaged in by the Company or its Subsidiaries; (iv) any agreement providing for exclusive rights of marketing or distributing any of the products of the Company or its Subsidiaries in any manner that is material to the Company and its Subsidiaries, taken as a whole; (v) any supply contract of one year or greater remaining duration that involves required payments by or to the Company Operating Subsidiary or any of its their respective Subsidiaries of more (other than $20 million with respect to Contracts entered into in the Company’s plastics segment, and $40 million with respect to the Company’s chemicals business segment, in each case on an annual basis; (vi) any sales contract of one year or greater remaining duration that involves required payments by or to the Company or any of its Subsidiaries of more than $7 million with respect to the Company’s plastics segment, and $15 million with respect to the Company’s chemicals business segment, in each case on an annual basis; (vii) any contract which contemplates consideration in excess of $10 million with respect to the acquisition or disposition of any Person or line ordinary course of business, whether by way of merger, acquisition of equity securities or acquisition of assets; ); (viiig) Contracts with any contract with respect to the settlement of any litigation, proceeding or claim involving non-monetary relief or monetary relief in excess of $15 million; (ix) any contract or agreement relating to the borrowing of money or extension of credit pursuant to which the Company or any of its Subsidiaries has a borrowing capacity of more than $30 million or outstanding Indebtedness of more than $15 million; (x) any contract Affiliate that is related to the governance or operation of any joint venture, partnership or similar arrangement, other than such contract solely between or among any of the Company and its Subsidiaries; (xi) any IP Agreement that is material to the Company and its Subsidiaries, taken as a whole; (xii) any material contract that is a currency or interest hedging arrangement; (xiii) any material contract containing a put, call, right of first refusal or similar right pursuant to which the Company or any of its Subsidiaries would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act; (h) except for Contracts for the purchase securities of another Personinventory to be used for product sales, other Contracts of a type not described in clauses (a) through (g) above that involve, in each case, receipts or expenditures of or by the Operating Subsidiaries and their respective Subsidiaries in excess of five hundred thousand dollars ($500,000); or (xivi) any contract that includes any Affiliate offers or tenders outstanding and capable of being converted into an obligation of the Company described in clauses (other than a Subsidiary of the Companya) as a counterparty; and through (xvh) any collective bargaining agreement or other material agreement with any labor organization (collectively, the “Company Contracts”)above. Except as would not be reasonably likely to result in, individually or in the aggregate, a liability (set forth on Schedule 3.17 of any nature) to the Company Disclosure Letter, none of the Operating Subsidiaries or any of its Subsidiaries, in excess of $5,000,000, neither the Company nor any of its their respective Subsidiaries is in material breach or default under any Company Material Contract nor, to the knowledge of the Company as of the date of this AgreementCompany, is any other party to any such Company Material Contract in material breach or default thereunder. Except as There is no condition that, with the passage of time or the giving of notice or both, would not be reasonably likely to result in, individually constitute a material breach or default by any Operating Subsidiary or any of their respective Subsidiaries under any Material Contract. Copies of all Material Contracts (or in the aggregatecase of oral Material Contracts, a liability (descriptions of any naturethe terms thereof) have been delivered to Purchaser and such copies are true, complete and accurate and such descriptions are true, complete and accurate in all material respects and in each case include all amendments, supplements or modifications thereto, as at the Company date hereof. None of the Operating Subsidiaries or any of its Subsidiaries, in excess of $5,000,000, as of the date hereof, (A) neither the Company nor any of its their respective Subsidiaries has received any claim or written notice of material breach cancellation of or material default under any such Company Contract or any notice of intent to cancel or terminate any Company Material Contract, and, (B) and to the knowledge of the Company, no event Person has occurred which individually or together with other events, would reasonably be expected threatened to result in a material breach of or a material default under cancel any Company Contract by the Company or any of its Subsidiaries party thereto (in each case, with or without notice or lapse of time or both)Material Contract.

Certain Contracts and Arrangements. Schedule 3.1(u(a) Section 3.14 of the Company Disclosure Schedule, together with the lists of exhibits contained in the Company SEC Documents, sets forth Schedule contains a true and complete list, as list of the date following types of this Agreementcontracts, of (i) each agreement agreements and commitments to which the Company or any of its Subsidiaries is a party as of the date hereof (such contracts, agreements and commitments as are required to be set forth in Section 3.14 of the Company Disclosure Schedule are referred to herein as "MATERIAL CONTRACTS"): (i) any agreement (A) relating to the employment of, or the performance of services by, any employee, consultant or other Person (other than this Agreement) that is of a type that would be required to be included as an exhibit to a Registration Statement on Form S-1 pursuant to Items 601(b)(2ordinary course, at-will offer letters), (4)B) pursuant to which the Company or any of its Subsidiaries is or may become obligated to make any severance, (9) termination or similar payment to any current or former employee or director, or (10C) of Regulation S-K of the SEC if such a registration statement was filed by pursuant to which the Company on or any of its Subsidiaries is or may become obligated to make any bonus or similar payment (sales commissions and similar payments made in the date ordinary course of this Agreement; business consistent with past practice shall not be deemed to constitute a bonus or similar payment) to any current or former employee or director; (ii) any agreement relating to the acquisition, transfer, development, sharing or license of any Intellectual Property material to the Company's business (except for any Contract pursuant to which non-customized software is licensed to Company or any of its Subsidiaries under any third party software license generally available to the public, if such software is not incorporated into any product of the Company or any of its Subsidiaries or otherwise redistributed or sublicensed by the Company or any of its Subsidiaries); (iii) any agreement that purports to limit provides for indemnification of any officer, director, employee or agent; (iv) any agreement imposing any material restriction on the manner in right or ability of the Company or any of its Subsidiaries, or which, after consummation of the Offer or the localities in whichMerger, would impose a restriction on the Company’s right or ability of Parent or any of its Subsidiaries (other than the Company and its Subsidiaries’ businesses are conducted ), to compete in any line of business or in any geographic region with any other Person or to transact business or deal in any other manner with any other Person; (v) any agreement (other than agreements evidencing Company Options) (A) relating to the acquisition, issuance, voting, registration, sale or transfer of any securities, (B) providing any Person with any preemptive right, right of participation, right of maintenance, right of first refusal or similar right with respect to any securities, or (C) providing Company or any of its Subsidiaries with any right of first refusal or similar right with respect to, or right to repurchase or redeem, any securities; (vi) any agreement (A) to which any Governmental Entity is a party or under which any Governmental Entity has any rights or obligations, or (B) directly benefiting any Governmental Entity (including any subcontract or other agreement between Company or any of its Subsidiaries and any contractor or subcontractor to any Governmental Entity); (vii) any agreement that contemplates or involves the payment or delivery of cash or other consideration in an amount or having a value in excess of $25,000 in the aggregate, or contemplates or involves the performance of services having a value in excess of $25,000 in the aggregate; (viii) any agreement pursuant to which Company or any of its Subsidiaries distributes or sells any of its products, including distributor agreements and sales representative agreements and similar agreements but excluding those entered into in the ordinary course of business consistent with past practice and cancelable without penalty on notice of 30 days or fewer; (ix) any agreement pursuant to which another Person manufactures or supplies any products, or components thereof, of the Company or any of its Subsidiaries, but excluding those entered into in the ordinary course of business consistent with past practice and cancelable without penalty on notice of 30 days or fewer; (x) any agreement pursuant to which any Intellectual Property of Company or any of its Subsidiaries has been or is required to be placed into escrow for the benefit of any other Person; and (xi) any other contract, agreement or commitment that is material to the business of the Company and its Subsidiaries, taken as a whole, including any non-compete agreements, agreements limiting the ability . (b) Each Material Contract is in full force and effect and is a valid and binding obligation of the Company or and, to the knowledge of the Company, the other parties thereto, and neither the Company nor any of its Subsidiaries from soliciting customers or employees; (iii) any material agreement that contains any “most favored nation,” “take or pay,” minimum requirementsSubsidiaries, right of first refusal or other similar provisions with respect to any transaction engaged in by the Company or its Subsidiaries; (iv) any agreement providing for exclusive rights of marketing or distributing any of the products of the Company or its Subsidiaries in any manner that is material nor, to the Company and its Subsidiaries, taken as a whole; (v) any supply contract of one year or greater remaining duration that involves required payments by or to the Company or any of its Subsidiaries of more than $20 million with respect to the Company’s plastics segment, and $40 million with respect to the Company’s chemicals business segment, in each case on an annual basis; (vi) any sales contract of one year or greater remaining duration that involves required payments by or to the Company or any of its Subsidiaries of more than $7 million with respect to the Company’s plastics segment, and $15 million with respect to the Company’s chemicals business segment, in each case on an annual basis; (vii) any contract which contemplates consideration in excess of $10 million with respect to the acquisition or disposition of any Person or line of business, whether by way of merger, acquisition of equity securities or acquisition of assets; (viii) any contract with respect to the settlement of any litigation, proceeding or claim involving non-monetary relief or monetary relief in excess of $15 million; (ix) any contract or agreement relating to the borrowing of money or extension of credit pursuant to which the Company or any of its Subsidiaries has a borrowing capacity of more than $30 million or outstanding Indebtedness of more than $15 million; (x) any contract that is related to the governance or operation of any joint venture, partnership or similar arrangement, other than such contract solely between or among any of the Company and its Subsidiaries; (xi) any IP Agreement that is material to the Company and its Subsidiaries, taken as a whole; (xii) any material contract that is a currency or interest hedging arrangement; (xiii) any material contract containing a put, call, right of first refusal or similar right pursuant to which the Company or any of its Subsidiaries would be required to purchase securities of another Person; (xiv) any contract that includes any Affiliate of the Company (other than a Subsidiary knowledge of the Company) as , any other party thereto, is in breach of, or default under, any such Material Contract, and no event has occurred that with notice or passage of time or both would constitute such a counterparty; and (xv) any collective bargaining agreement breach or other material agreement with any labor organization (collectively, the “Company Contracts”). Except as would not be reasonably likely to result in, individually or in the aggregate, a liability (of any nature) to default thereunder by the Company or any of its Subsidiaries, in excess of $5,000,000or, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, to the knowledge of the Company as of the date of this Agreement, is any other party to any such Company Contract in breach or default thereunder. Except as would not be reasonably likely to result in, individually or in the aggregate, a liability (of any nature) to the Company or any of its Subsidiaries, in excess of $5,000,000, as of the date hereof, (A) neither the Company nor any of its Subsidiaries has received any claim or notice of material breach of or material default under any such Company Contract or any notice of intent to cancel or terminate any Company Contract, and, (B) to the knowledge of the Company, no event has occurred which individually or together with any other eventsparty thereto, except for such failures to be in full force and effect and such breaches and defaults which, in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Consummation of the transactions contemplated by this Agreement will not, by the terms of any Material Contract, result in termination of any such Material Contract, give rise to a termination right under any such Material Contract, require any third-party consent or result in a material breach payment in excess of or a material default under any Company Contract by the Company or any of its Subsidiaries party thereto (in each case, with or without notice or lapse of time or both)$25,000.

Certain Contracts and Arrangements. (a) Schedule 3.1(u3.17(a) ---------------------------------- sets forth, as of the Company Disclosure Scheduledate of this Agreement, together with the lists of exhibits contained in the Company SEC Documents, sets forth a true and complete listlist of all contracts to which the Company or the Subsidiary is a party relating to the business or assets of the Company or the Subsidiary (except, with respect to clauses (ii) and (iv) below, any of the foregoing calling for aggregate payments of less than $50,000), including, without limitation, all written or oral, express or implied (i) contracts not made in the ordinary course of business consistent with past practice; (ii) purchase, supply and customer contracts; (iii) contracts relating to the borrowing of money or for lines of credit; (iv) contracts involving leases and subleases of real or personal property; (v) contracts for the sale of any assets other than in the ordinary course of business consistent with past practice or for the grant of any options or preferential rights to purchase any assets, property or rights; (vi) contracts granting any power of attorney with respect to the affairs of either the Company or the Subsidiary; (vii) suretyship contracts, working capital maintenance or other forms of guaranty contracts; (viii) contracts limiting or restraining the Company or the Subsidiary from engaging or competing in any lines of business or with any person, firm, or corporation; (ix) partnership and joint venture contracts; (x) employment contracts; (xi) indentures, mortgages, notes, installment obligations, or other instruments relating to the borrowing of money in excess of $50,000 by the Company or the Subsidiary; (xii) contracts which have remaining terms, as of the date of this Agreement, of (i) each agreement to which the Company or any over one year in length of its Subsidiaries is a party (other than this Agreement) that is of a type that would be required to be included as an exhibit to a Registration Statement on Form S-1 pursuant to Items 601(b)(2), (4), (9) or (10) of Regulation S-K of the SEC if such a registration statement was filed by the Company obligation on the date of this Agreement; (ii) any agreement that purports to limit the manner in which, or the localities in which, the Company’s or its Subsidiaries’ businesses are conducted in any manner that is material to the Company and its Subsidiaries, taken as a whole, including any non-compete agreements, agreements limiting the ability part of the Company or any of its Subsidiaries from soliciting customers or employees; (iii) any material agreement that contains any “most favored nation,” “take or pay,” minimum requirements, right of first refusal or other similar provisions with respect to any transaction engaged in by the Company or its Subsidiaries; (iv) any agreement providing Subsidiary and provide for exclusive rights of marketing or distributing any of the products of the Company or its Subsidiaries in any manner that is material to the Company and its Subsidiaries, taken as a whole; (v) any supply contract of one year or greater remaining duration that involves required aggregate payments by or to the Company or any of its Subsidiaries of more than $20 million with respect to the Company’s plastics segment, and $40 million with respect to the Company’s chemicals business segment, in each case on an annual basis; (vi) any sales contract of one year or greater remaining duration that involves required payments by or to the Company or any of its Subsidiaries of more than $7 million with respect to the Company’s plastics segment, and $15 million with respect to the Company’s chemicals business segment, in each case on an annual basis; (vii) any contract which contemplates consideration in excess of $10 million with respect to the acquisition 50,000; (xiii) franchise contracts; and (xiv) all amendments, modifications, extensions or disposition renewals of any Person or line of business, whether by way of merger, acquisition of equity securities or acquisition of assets; (viii) any contract with respect to the settlement of any litigation, proceeding or claim involving non-monetary relief or monetary relief in excess of $15 million; (ix) any contract or agreement relating to foregoing. To the borrowing of money or extension of credit pursuant to which the Company or any of its Subsidiaries has a borrowing capacity of more than $30 million or outstanding Indebtedness of more than $15 million; (x) any contract that is related to the governance or operation of any joint venture, partnership or similar arrangement, other than such contract solely between or among any knowledge of the Company and the Subsidiary, each of such contracts is valid, binding and enforceable against the parties thereto in accordance with its Subsidiaries; terms, and in full force and effect on the date hereof. (xib) any IP Agreement that is material to Except as set forth on Schedule 3.17(b), the Company and its Subsidiariesthe Subsidiary have performed all obligations required to be performed by them to date under, taken as a whole; (xii) any material contract that is a currency or interest hedging arrangement; (xiii) any material contract containing a putand are not in default in respect of, call, right of first refusal or similar right pursuant to which the Company or any of its Subsidiaries such contracts, and no event has occurred which, with due notice or lapse of time or both, would be required to purchase securities of another Person; (xiv) any contract that includes any Affiliate of the Company (constitute such a default other than a Subsidiary of the Company) as a counterparty; and (xv) any collective bargaining agreement or other material agreement with any labor organization (collectively, the “Company Contracts”). Except as defaults which would not be reasonably likely to result innot, individually or in the aggregate, have a liability (of any nature) to the Company or any of its SubsidiariesMaterial Adverse Effect. Except as set forth on Schedule 3.17(b), in excess of $5,000,000, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, to the knowledge of the Company as of the date of this Agreement, is any no other party to any such Company Contract contract is in breach default in respect thereof, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default thereunder. Except as other than defaults which would not be reasonably likely to result innot, individually or in the aggregate, have a liability (Material Adverse Effect. The Company has made available to Buyer or its representatives true and complete originals, copies or accurate summaries of any nature) to the Company or any of its Subsidiaries, in excess of $5,000,000, as of the date hereof, (A) neither the Company nor any of its Subsidiaries has received any claim or notice of material breach of or material default under any all such Company Contract or any notice of intent to cancel or terminate any Company Contract, and, (B) to the knowledge of the Company, no event has occurred which individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any Company Contract by the Company or any of its Subsidiaries party thereto (in each case, with or without notice or lapse of time or both)contracts.

Certain Contracts and Arrangements. Schedule 3.1(u3.13(a) of the Company Disclosure Schedule, together with the lists of exhibits contained in the Company SEC Documents, sets forth a true true, complete and complete listcorrect list of all Contracts (other than any Employee Benefit Program) to which, as of the date of this Agreementhereof, of (i) each agreement to which the Company or any of its Subsidiaries is a party and under which there are ongoing obligations (other than this customary confidentiality obligations) meeting any of the descriptions set forth below (collectively referred to herein as the “Significant Contracts”): (a) any Significant Supplier Agreement; (b) that is any Significant Customer Agreement; (c) all employment Contracts with any officers or employees of a type that would be required to be included as an exhibit to a Registration Statement on Form S-1 the Company or any Company Subsidiary pursuant to Items 601(b)(2), which the annual base salary for such employee is greater than $250,000 (4), (9) or (10) of Regulation S-K of the SEC if such a registration statement was filed other than any “at will” Contract that may be terminated by the Company or a Company Subsidiary upon 30 days or less advance notice); (d) all personal property leases that, in accordance with their terms, involve aggregate payments by the Company and its Subsidiaries of more than $500,000 within the twelve (12) month period ended on the date Balance Sheet Date; (e) all Contracts involving the license to the Company or any of this Agreement; its Subsidiaries of Intellectual Property Assets that are material to the operation of the business of the Company and its Subsidiaries taken as a whole (other than Contracts (i) relating to commercially available off-the-shelf software or (ii) that involve annual payments of no more than $250,000); (f) all Contracts under which the Company or any agreement that purports to limit the manner in whichof its Subsidiaries have created, incurred, assumed, or guaranteed any Company Debt for borrowed money in excess of $5,000,000; (g) Contracts for the localities sale of any material amount of assets of the Company and its Subsidiaries taken as a whole other than in whichthe ordinary course of business; (h) Contracts containing covenants of the Company or any of its Subsidiaries not to compete in any line of business or in any geographical area in any material respect, other than those which (x) solely restrict a subset of the Company’s Company and its Subsidiaries or (y) only a portion of their employees from such activities; (i) Contracts entered into in the past three (3) years relating to the acquisition or disposition (by merger, purchase of stock or assets or otherwise) by the Company or any of its Subsidiaries of any operating business of any other Person; (j) partnership, joint venture or similar agreements other than the charters, bylaws and similar organizational documents of the Company or any of its Subsidiaries’ businesses are conducted in any manner that is ; and (k) Contracts (i) granting the counterparty exclusivity or similar rights or (ii) containing a “most favored nation” provision or right of first refusal or offer. Except as set forth on Schedule 3.13(b) or as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, including any non-compete agreements, agreements limiting the ability (A) none of the Company or any of its Subsidiaries from soliciting customers or employees; (iii) any is in material agreement that contains any “most favored nation,” “take or pay,” minimum requirementsbreach of, right of first refusal or other similar provisions with respect to any transaction engaged in by the Company or its Subsidiaries; (iv) any agreement providing for exclusive rights of marketing or distributing any of the products of the Company or its Subsidiaries in any manner that is material to the Company and its Subsidiaries, taken as a whole; (v) any supply contract of one year or greater remaining duration that involves required payments by or to the Company or any of its Subsidiaries of more than $20 million with respect to the Company’s plastics segment, and $40 million with respect to the Company’s chemicals business segment, in each case on an annual basis; (vi) any sales contract of one year or greater remaining duration that involves required payments by or to the Company or any of its Subsidiaries of more than $7 million with respect to the Company’s plastics segment, and $15 million with respect to the Company’s chemicals business segment, in each case on an annual basis; (vii) any contract which contemplates consideration in excess of $10 million with respect to the acquisition or disposition of any Person or line of business, whether by way of merger, acquisition of equity securities or acquisition of assets; (viii) any contract with respect to the settlement of any litigation, proceeding or claim involving non-monetary relief or monetary relief in excess of $15 million; (ix) any contract or agreement relating to the borrowing of money or extension of credit pursuant to which the Company or any of its Subsidiaries has a borrowing capacity of more than $30 million or outstanding Indebtedness of more than $15 million; (x) any contract that is related to the governance or operation of any joint venture, partnership or similar arrangement, other than such contract solely between or among any of the Company and its Subsidiaries; (xi) any IP Agreement that is material to the Company and its Subsidiaries, taken as a whole; (xii) any material contract that is a currency or interest hedging arrangement; (xiii) any material contract containing a put, call, right of first refusal or similar right pursuant to which the Company or any of its Subsidiaries would be required to purchase securities of another Person; (xiv) any contract that includes any Affiliate of the Company (other than a Subsidiary of the Company) as a counterparty; and (xv) any collective bargaining agreement or other material agreement with any labor organization (collectively, the “Company Contracts”). Except as would not be reasonably likely to result in, individually or in the aggregatematerial default under, a liability (of any nature) to the Company or any of its SubsidiariesSignificant Contract, in excess of $5,000,000, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, to the knowledge Knowledge of the Company as of the date of this AgreementCompany, is any other party to any such Company Significant Contract in material breach of, or material default thereunder, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or material default by the Company, any of its Subsidiaries or, to the Knowledge of the Company, any other party thereunder. Except as would not be reasonably likely ; (B) each of the Significant Contracts is in full force and effect and is the legal, valid and binding obligation of the Company or one of its Subsidiaries that is a party thereto and, to result inthe Knowledge of the Company, individually or the other parties thereto and enforceable in the aggregateaccordance with its terms, a liability except (of any naturex) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally and (y) to the extent that enforceability may be limited by general equitable principles and by Laws related to the availability of specific performance, injunctive relief or other equitable remedies; and (C) the Company has made available, or any caused to be made available, to Buyer true, correct and complete copies of its Subsidiariesall of the Significant Contracts, in excess of $5,000,000together with all material amendments, modifications or supplements thereto as of the date hereofhereof (but excluding sales or purchase orders, (A) neither rebate agreements, invoices, statements of work and service orders entered into in the Company nor any ordinary course of its Subsidiaries has received any claim business), or notice of material breach of or material default under any such Company Contract or any notice of intent to cancel or terminate any Company Contract, and, (B) to the knowledge a written description of the Company, no event has occurred which individually or together with other events, would reasonably be expected to result in a material breach terms of or a material default under any Company Significant Contract by the Company or any of its Subsidiaries party thereto (in each case, with or without notice or lapse of time or both)that is not written.

Certain Contracts and Arrangements. Schedule 3.1(u(a) of the Company Disclosure Schedule, together with the lists of exhibits contained in the Company SEC Documents, sets forth a true and complete list, as of the date of this Agreement, of (i) each agreement to which Other than Contracts that are terminable by the Company or any of its Subsidiaries is a party upon thirty (30) days' or less notice and other than this Agreement) that is Benefit Plans, Section 3.15 of a type that would be required to be included as an exhibit to a Registration Statement the Company Disclosure Schedule sets forth all oral and written contracts, agreements, arrangements, guarantees, licenses, leases and executory commitments binding on Form S-1 the Company or its Subsidiaries or their respective assets and properties or pursuant to Items 601(b)(2which the Company or any Subsidiary has rights against any Person, (each a "Contract"), (4), (9) or (10) of Regulation S-K of the SEC if such a registration statement was filed by the Company on the date of this Agreement; (ii) any agreement that purports to limit the manner in which, or the localities in which, the Company’s or its Subsidiaries’ businesses are conducted in any manner that is material to the business of the Company and its Subsidiaries, taken as a wholewhole (each, including any non-compete a "Material Contract"), including: (i) joint venture and partnership agreements, agreements limiting , (ii) Contracts containing covenants purporting to limit the ability freedom of the Company or any of its Subsidiaries from soliciting customers to compete in any line of business in any geographic area or employees; to hire any individual or group of individuals, (iii) any material agreement that contains any “most favored nation,” “take or pay,” minimum requirements, right of first refusal or other similar provisions with respect Contracts relating to any transaction engaged outstanding commitment for capital expenditures in by the Company or its Subsidiaries; excess of $100,000, (iv) any agreement providing for exclusive rights indentures, mortgages, promissory notes, loan agreements or guarantees of marketing borrowed money in excess of $100,000 in the aggregate, letters of credit or distributing any of the products other agreements or instruments of the Company or any of its Subsidiaries in any manner that is material to or commitments for the Company and its Subsidiaries, taken as a whole; (v) any supply contract of one year borrowing or greater remaining duration that involves required payments the lending by or to the Company or any of its Subsidiaries of more than amounts in excess of $20 million with respect to 100,000 in the Company’s plastics segmentaggregate or providing for the creation of any charge, and $40 million with respect to security interest, encumbrance or lien upon any of the Company’s chemicals business segment, in each case on an annual basis; (vi) any sales contract assets of one year or greater remaining duration that involves required payments by or to the Company or any of its Subsidiaries of more than $7 million with respect to the Company’s plastics segment, and $15 million with respect to the Company’s chemicals business segment, in each case on an annual basis; (vii) any contract which contemplates consideration aggregate value in excess of $10 million with respect 100,000, except for such obligations to vendors and suppliers incurred in the acquisition or disposition of any Person or line ordinary course of business, whether by way all of merger, acquisition which are reflected in the accounting records of equity securities or acquisition of assets; the Company, (viiiv) any contract Contracts associated with respect to the settlement of any litigation, proceeding or claim involving nonoff-monetary relief or monetary relief balance sheet financing in excess of $15 million; 100,000 in the aggregate, including arrangements for the sale of receivables, (vi) any material license, sublicense or other Contract pertaining to intellectual property used by the Company or any of its Subsidiaries in the conduct of their respective businesses, and by which the Company or any of its Subsidiaries licenses or otherwise authorizes a third party to use any intellectual property, (vii) except as disclosed in the 2001 Financial Statements, stock purchase agreements, asset purchase agreements or other acquisition or divestiture agreements where the consideration in any individual transaction exceeds $100,000 since January 1, 1999, (viii) Contracts which contain minimum purchase conditions in excess of $100,000 with respect to inventory purchases for resale, and $100,000 in the case of everything else, or requirements or other terms that restrict or limit the purchasing or distribution relationships of the Company of any of its Subsidiaries (including after consummation of any of the transactions contemplated hereby), the Parent or any of its affiliates, or any customer, licensee or lessee thereof, (ix) Contracts providing for "earn-outs" or other contingent payments by the Company or any of its Subsidiaries involving more than $100,000 per contract over the terms of all such Contracts, (x) Contracts for directors and officers liability insurance or agreement relating to the borrowing of money or extension of credit pursuant to which the Company or any of its Subsidiaries has a borrowing capacity of more than $30 million an obligation to indemnify any present or outstanding Indebtedness of more than $15 million; (x) any contract that is related to the governance former officer or operation of any joint venture, partnership or similar arrangement, other than such contract solely between or among any of the Company and its Subsidiaries; director, (xi) any IP Agreement that is material Contracts the absence or termination of which would reasonably be expected to the have a Company and its SubsidiariesMaterial Adverse Effect, taken as a whole; or (xii) any material contract Contracts that is a currency provide for the payment or interest hedging arrangement; (xiii) any material contract containing a put, call, right receipt of first refusal $100,000 or similar right pursuant to which more per annum. All such Material Contracts are valid and binding obligations of the Company or any of its Subsidiaries would be required such Subsidiary and, to purchase securities of another Person; (xiv) any contract that includes any Affiliate of the Company (other than a Subsidiary knowledge of the Company) as a counterparty; and (xv) any collective bargaining agreement or other material agreement with any labor organization (collectively, the “Company Contracts”). Except as valid and binding obligation of each other party thereto except such Contracts which if not so valid and binding would not be reasonably likely to result innot, individually or in the aggregate, have a liability Company Material Adverse Effect. (of any natureb) to the Company or any of its Subsidiaries, in excess of $5,000,000, neither Neither the Company nor any of its Subsidiaries is in breach violation of or is in default under any Company Contract Material Contract, nor, to the knowledge of the Company as of the date of this AgreementCompany, is any other party to in violation or in default under any such Company Contract in breach Material Contract. There has not occurred any event that, with the lapse of time or giving of notice or both, would constitute such a default thereunder. Except as would not be reasonably likely to result inor permit the termination of, any such Material Contract, except for such violations or defaults which, individually or in the aggregate, a liability (of any nature) to the Company or any of its Subsidiaries, in excess of $5,000,000, as of the date hereof, (A) neither the Company nor any of its Subsidiaries has received any claim or notice of material breach of or material default under any such Company Contract or any notice of intent to cancel or terminate any Company Contract, and, (B) to the knowledge of the Company, no event has occurred which individually or together with other events, would not reasonably be expected to result in have a material breach of or a material default under any Company Contract by the Company or any of its Subsidiaries party thereto (in each case, with or without notice or lapse of time or both)Material Adverse Effect.

Certain Contracts and Arrangements. (a) Schedule 3.1(u4.13(a) of the Company Disclosure Schedule, together with the lists of exhibits contained in the Company SEC Documents, sets forth a true and complete list, as list of the date of this Agreement, of (i) each agreement following Contracts to which the Company or any of its Subsidiaries is a party (other than this Agreement) that is of a type that would be any Contract listed, or required to be included as an exhibit to a Registration Statement listed, on Form S-1 pursuant to Items 601(b)(2Schedule 4.13(a) or Schedule 4.9(d), a “Material Contract”): (4)i) each Contract (x) for the purchase or lease of personal property with payments greater than $75,000 per year, (9y) with any supplier, publisher or (10) for the furnishing of Regulation S-K of the SEC if such a registration statement was filed by the Company on the date of this Agreement; (ii) any agreement that purports to limit the manner in which, or the localities in which, the Company’s or its Subsidiaries’ businesses are conducted in any manner that is material to the Company and its Subsidiaries, taken as a whole, including any non-compete agreements, agreements limiting the ability of the Company or any of its Subsidiaries from soliciting customers or employees; (iii) any material agreement that contains any “most favored nation,” “take or pay,” minimum requirements, right of first refusal or other similar provisions with respect to any transaction engaged in by the Company or its Subsidiaries; (iv) any agreement providing for exclusive rights of marketing or distributing any of the products of the Company or its Subsidiaries in any manner that is material to the Company and its Subsidiaries, taken as a whole; (v) any supply contract of one year or greater remaining duration that involves required payments by or services to the Company or any of its Subsidiaries of more with payments greater than $20 million with respect to the Company’s plastics segment, and $40 million with respect to the Company’s chemicals business segment, in each case on an annual basis; (vi) any sales contract of one 75,000 per year or (z) with any customer with total Contract value greater remaining duration that involves required payments than $500,000 (measured by the total Contract value as of the signature date for the most recent Contract, renewal or extension amendment, or statement of work, as applicable, for each active project) or not cancelable by the Company or any of its Subsidiaries, without penalty, on ninety (90) days’ notice or less; (ii) all broker, exclusive dealing or exclusivity, distributor, franchise, agency, sales promotion, market research, marketing, consulting and advertising contracts to which the Company or any of its Subsidiaries of more than $7 million with respect to the Company’s plastics segment, and $15 million with respect to the Company’s chemicals business segment, in each case on an annual basis; (vii) is a party or any other contract which contemplates consideration in excess of $10 million with respect to the acquisition or disposition of that compensates any Person based on any sales by the Company or line any of business, whether by way of merger, acquisition of equity securities or acquisition of assets; its Subsidiaries; (viiiiii) any contract with respect to the settlement of any litigation, proceeding or claim involving non-monetary relief or monetary relief in excess of $15 million; (ix) any contract or agreement all Contracts relating to Leased Real Property; (iv) all Contracts relating to Indebtedness (other than trade indebtedness) of the borrowing Company or any of money its Subsidiaries, including any contracts and agreements pursuant to which the Company or extension any of credit its Subsidiaries is a guarantor of Indebtedness; (v) all Contracts pursuant to which the Company or any of its Subsidiaries has a borrowing capacity advanced or loaned, or agreed to advance or loan, any amount to any Person, other than advances to employees of more business expenses in the ordinary course of business consistent with past practices; (vi) all Contracts that limit or purport to limit the ability of the Company or any of its Subsidiaries to compete in any line of business or with any person or in any geographic area or during any period of time; (vii) all Contracts and agreements relating to the voting or any other rights or obligations of an equityholder of the Company or any of its Subsidiaries; (viii) all Contracts regarding the acquisition, issuance or transfer of any securities of the Company or any of its Subsidiaries and all Contracts affecting or dealing with any securities of the Company or any of its Subsidiaries; (ix) all employment or consulting Contracts or commitments with any employee, contractor, consultant or advisor other than $30 million at-will employment arrangements with no severance or outstanding Indebtedness of more than $15 million; change in control payment obligations; (x) all Contracts of indemnification or guaranty to any contract that is related Person, other than guarantees of performance of services granted in the ordinary course of business; (xi) all Contracts relating to capital expenditures and involving future payments in excess of $75,000; (xii) all Contracts relating to the governance disposition of assets (other than sales of inventory in the ordinary course of business) or operation any interest in any business enterprise or any agreement relating to the acquisition of assets or any interest in any business enterprise; (xiii) any joint venture, partnership joint marketing (including any pilot program), partnership, strategic alliance or other agreement involving the sharing of profits, losses, costs or Liabilities with any person or any development, data-sharing, marketing or similar arrangement, other than such contract solely between arrangement relating to any product or among service; (xiv) all Contracts with any current officer of the Company and its Subsidiaries; (xi) or any IP Agreement that is material to the Company and of its Subsidiaries, taken as a whole; with any Stockholder or with any Affiliate of the Company or any of its Subsidiaries; (xiixv) any material contract that is a currency or interest hedging arrangement; (xiii) any material contract containing a put, call, right of first refusal or similar right all Contracts pursuant to which the Company or any of its Subsidiaries would be required agreed to purchase securities of another Person; (xiv) provide “most favored nation” pricing or other terms and conditions to any contract that includes any Affiliate of the Company (other than a Subsidiary of Person with respect to the Company) as a counterparty; and (xv) any collective bargaining agreement or other material agreement with any labor organization (collectively, the “Company Contracts”). Except as would not be reasonably likely to result in, individually or in the aggregate, a liability (of any nature) to the Company ’s or any of its Subsidiaries’ products or services; (xvi) all other Contracts and arrangements, whether or not made in excess the ordinary course of business, that contemplate an exchange of consideration with an aggregate value greater than $5,000,000250,000 per year; and (xvii) all Contracts, neither other than Contracts with employees, relating to the administration of Company Plans. (b) The Company has made available to Parent true and complete copies of each Material Contract. Each Material Contract (i) is valid and binding on the Company and/or its Subsidiaries party thereto and, to the Knowledge of the Company, on the other parties thereto and is in full force and effect in all material respects, and (ii) upon consummation of the transactions contemplated by this Agreement, shall continue in full force and effect in all material respects without penalty or other adverse consequence. Neither the Company nor any of its Subsidiaries is is, in any material respect, in breach or violation of, or default under under, any Company Material Contract norand, to the knowledge Knowledge of the Company as of the date of this AgreementCompany, is any no other party to any such Company Material Contract is, in any material respect, in breach or violation thereof or default thereunder. Except as would not be reasonably likely to result inset forth on Schedule 4.13(b), individually or in the aggregate, a liability (of any nature) to the Company or any of its Subsidiaries, in excess of $5,000,000, as of the date hereof, (A) neither the Company nor any of its Subsidiaries has received any claim or notice of material breach of or material default under any such Company Contract or any notice of intent to cancel or terminate any Company Contract, and, (B) to the knowledge Knowledge of the Company, no event or circumstance has occurred which individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any Company Contract by the Company or any of its Subsidiaries party thereto (in each casethat, with or without notice or lapse of time or both), would constitute a material breach or default under any Material Contract. No other party to a Material Contract has provided any written notice to terminate any such Material Contract prior to its contractual expiration date.

Certain Contracts and Arrangements. Schedule 3.1(u(a) Except as set forth in Section 3.14(a) of the Company Disclosure Schedule, together with the lists of exhibits contained in the Company SEC Documents, sets forth a true and complete list, as of the date of this Agreement, of (i) each agreement to which the Company or any of its Subsidiaries is a party (other than this Agreement) that is of a type that would be required to be included as an exhibit to a Registration Statement on Form S-1 pursuant to Items 601(b)(2), (4), (9) or (10) of Regulation S-K of the SEC if such a registration statement was filed by the Company on the date of this Agreement; (ii) any agreement that purports to limit the manner in which, or the localities in which, the Company’s or its Subsidiaries’ businesses are conducted in any manner that is material to the Company and its Subsidiaries, taken as a whole, including any non-compete agreements, agreements limiting the ability of the Company or any of its Subsidiaries from soliciting customers or employees; (iii) any material agreement that contains any “most favored nation,” “take or pay,” minimum requirements, right of first refusal or other similar provisions with respect to any transaction engaged in by the Company or its Subsidiaries; (iv) any agreement providing for exclusive rights of marketing or distributing any of the products of the Company or its Subsidiaries in any manner that is material to the Company and its Subsidiaries, taken as a whole; (v) any supply contract of one year or greater remaining duration that involves required payments by or to the Company or any of its Subsidiaries of more than $20 million with respect to the Company’s plastics segment, and $40 million with respect to the Company’s chemicals business segment, in each case on an annual basis; (vi) any sales contract of one year or greater remaining duration that involves required payments by or to the Company or any of its Subsidiaries of more than $7 million with respect to the Company’s plastics segment, and $15 million with respect to the Company’s chemicals business segment, in each case on an annual basis; (vii) any contract which contemplates consideration in excess of $10 million with respect to the acquisition or disposition of any Person or line of business, whether by way of merger, acquisition of equity securities or acquisition of assets; (viii) any contract with respect to the settlement of any litigation, proceeding or claim involving non-monetary relief or monetary relief in excess of $15 million; (ix) any contract or agreement relating to the borrowing of money or extension of credit pursuant to which the Company or any of its Subsidiaries has a borrowing capacity of more than $30 million or outstanding Indebtedness of more than $15 million; (x) any contract that is related to the governance or operation of any joint venture, partnership or similar arrangement, other than such contract solely between or among any of the Company and its Subsidiaries; (xi) any IP Agreement that is material to the Company and its Subsidiaries, taken as a whole; (xii) any material contract that is a currency or interest hedging arrangement; (xiii) any material contract containing a put, call, right of first refusal or similar right pursuant to which the Company or any of its Subsidiaries would be required to purchase securities of another Person; (xiv) any contract that includes any Affiliate of the Company (other than a Subsidiary of the Company) as a counterparty; and (xv) any collective bargaining agreement or other material agreement with any labor organization (collectively, the “Company Contracts”). Except as would not be reasonably likely to result in, individually or in the aggregate, a liability (of any nature) to the Company or any of its Subsidiaries, in excess of $5,000,000, neither the Company nor any of its Subsidiaries is in breach a party or default under subject to or bound by: (i) any contract or agreement or group of similar agreements involving a potential payment by the Company Contract nor, or any of its Subsidiaries to any other Person or by any other Person to the knowledge Company or any of its Subsidiaries in excess of $100,000; (ii) any contract or agreement which is not cancelable by the Company or its Subsidiaries without penalty on not less than ninety (90) days notice; (iii) any contract or agreement containing covenants limiting in any material respect the freedom of the Company as or any of its Subsidiaries to compete in any line of business or with any Person, including any non-solicitation agreements; (iv) any contract or agreement having an annual contract value in excess of $100,000 relating to the licensing, distribution, development, purchase, sale or servicing of the date Company’s or any of this Agreementits Subsidiaries software or hardware Products or any Intellectual Property Assets, including such agreements under which (A) the Company or any of its Subsidiaries is granted rights by others to Intellectual Property Assets (other than commercial off the shelf software which is made available for a total cost of less than $2,000) and (B) the Company or any of its Subsidiaries grants rights to others in Company Intellectual Property Assets; (v) any Government Contracts; (vi) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing or any pledge or security arrangement; (vii) any agreements affecting or relating to the Equity Interests of the Company or any of its Subsidiaries or any agreements with any holder of Equity Interests of the Company or any of its Subsidiaries; (viii) except as set forth in Section 3.19 of the Company Disclosure Schedule, any employment agreement or any other party to agreement with any such employee, officer or director of the Company Contract in breach or default thereunder. Except as would not be reasonably likely to result inany of its Subsidiaries; (ix) any pension, individually profit sharing, retirement or in equity incentive plans or agreements; (x) any (A) royalty, dividend or similar agreement or arrangement based on the aggregate, a liability (revenues or profits of any nature) to the Company or any of its Subsidiaries, in excess (B) contract or agreement involving fixed price or fixed volume arrangements or minimum dollar or volume commitments or similar obligations which if not satisfied give rise to the loss or reduction of $5,000,000any benefit under such contract or the right of any Person to terminate such contract, as (C) “most favored nations” or “MFN” provisions, (D) any contracts with any Person set forth on Schedule 3.14(a)(x); (xi) any agreement under which the Company or any of its Subsidiaries has an obligation to indemnify, hold harmless or otherwise contribute to any losses or liabilities of any other Person; (xii) any manufacturer, development, distribution or supply agreement; (xiii) any joint venture or partnership which involves a sharing of revenues, profits, losses, costs or liabilities by the Company or any of its Subsidiaries with any other Person; (xiv) any acquisition, merger or similar agreement; (xv) any collective bargaining agreement or other agreement with any labor union or other employee representative of a group of employees; (xvi) any agreement with respect to the lease of real property; or (xvii) any agreement with equityholder or Affiliate of the date hereofCompany. (b) As used in this Agreement, (A“agreement” or “contract” means and includes every written or oral contract, license, lease, commitment or agreement of any kind. Each of the agreements set forth on Section 3.14(a) of the Company Disclosure Schedule and/or any of the other schedules hereto is in full force and effect, is the legal, valid and binding obligation of the Company and/or its Subsidiaries and, to the Company’s Knowledge, each of the other counterparties thereto, and is enforceable against each of them in accordance with its terms, except as such enforceability may be limited by General Enforceability Exceptions, and neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any of the counterparties thereto has received committed any claim or notice of material breach of or material default under thereunder, nor has any such Company Contract or any notice of intent to cancel or terminate any Company Contract, and, event occurred that (B) to the knowledge of the Company, no event has occurred which individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any Company Contract by the Company or any of its Subsidiaries party thereto (in each case, with or without notice or notice, lapse of time or both) would constitute a material breach or default. The Company has heretofore delivered to Buyer, complete and correct copies of each of the agreements set forth on Section 3.14(a) of the Company Disclosure Schedule or any of the other schedules hereto and a true and correct description of all material terms of each oral agreement listed on Section 3.14(a) of the Company Disclosure Schedule or any of the other schedules hereto and, in each case, all material amendments, modifications and supplements thereto and waivers thereunder (all of which are disclosed on Section 3.14(a) of the Company Disclosure Schedule hereto or one of the other schedules hereto).

Certain Contracts and Arrangements. (a) Schedule 3.1(u3.14(a) of the Company Disclosure Schedule, together with the lists of exhibits contained in the Company SEC Documents, sets forth a true true, complete and complete listcorrect list of all Contracts (together with any Employee Benefit Program and Real Property Lease), including all material amendments and supplements thereto, to which, as of the date of this Agreementhereof, of (i) each agreement to which the Company or any of its Subsidiaries is a party and under which there are ongoing obligations (other than this Agreementcustomary confidentiality obligations) that is of a type that would be required to be included as an exhibit to a Registration Statement on Form S-1 pursuant to Items 601(b)(2), (4), (9) or (10) of Regulation S-K meeting any of the SEC if such a registration statement was filed by descriptions set forth below (collectively referred to herein as the Company on the date of this Agreement; “Significant Contracts”): (i) any Contract with any Significant Supplier or any sole source supplier or any purchase, sale, or supply contract that contains volume requirements or commitments; (ii) any agreement that purports to limit the manner in whichContract with any Significant Customer; (iii) all Contracts with any officers, directors, employees, consultants or the localities in which, the Company’s or its Subsidiaries’ businesses are conducted in any manner that is material to the Company and its Subsidiaries, taken as a whole, including any non-compete agreements, agreements limiting the ability other individual service providers of the Company or any of its Subsidiaries from soliciting customers pursuant to which the annual base compensation is greater than or employees; (iii) equal to $100,000 or pursuant to which the Company has any material agreement that contains any “most favored nation,” “take or pay,” minimum requirementsbonus, right of first refusal severance, pension, profit sharing, retirement or other similar provisions with respect to any transaction engaged in by the Company or its Subsidiaries; deferred compensation obligations; (iv) all settlement, conciliation or similar Contracts with any agreement providing for exclusive rights of marketing Governmental Body or distributing any of the products of the Company third-party or its Subsidiaries in any manner that is material pursuant to the Company and its Subsidiaries, taken as a whole; (v) any supply contract of one year or greater remaining duration that involves required payments by or to which the Company or any of its Subsidiaries will have any outstanding (1) criminal, (2) material non-monetary or (3) monetary obligations after the date of this Agreement in excess of $100,000; (v) all personal property leases that, in accordance with their terms, involve aggregate payments by the Company and its Subsidiaries of more than $20 million with respect to 250,000 within the Company’s plastics segment, and $40 million with respect to twelve (12) month period ended on the Company’s chemicals business segment, in each case on an annual basis; Balance Sheet Date or within the twelve (12) month period following the Closing Date; (vi) any sales contract of one year or greater remaining duration that involves required payments by or to all Contracts under which the Company or any of its Subsidiaries of more than $7 million with respect to the Company’s plastics segmenthave created, and $15 million with respect to the Company’s chemicals business segmentincurred, in each case on an annual basis; assumed, or guaranteed any Company Debt; (vii) any contract which contemplates consideration in excess of $10 million with respect to the acquisition or disposition of any Person or line of business, whether by way of merger, acquisition of equity securities or acquisition of assets; (viii) any contract with respect to the settlement of any litigation, proceeding or claim involving non-monetary relief or monetary relief in excess of $15 million; (ix) any contract or agreement relating to the borrowing of money or extension of credit Contract pursuant to which the Company or any of its Subsidiaries has a borrowing capacity provided funds to or made any loan, capital contribution or other investment in, any Person (except for an existing Subsidiary), including take-or-pay contracts or keepwell agreements; (viii) all Contracts with any Related Party of more the Seller, the Company or its Subsidiaries (other than $30 million or outstanding Indebtedness of more employment related agreements disclosed pursuant to Section 3.14(a)(iii)); (ix) all Contracts with any Governmental Body (other than $15 million; any customer contract); (x) any contract that is related to Contracts for the governance or operation sale of any joint venture, partnership or similar arrangement, other than such contract solely between or among any material amount of the Company and its Subsidiaries; (xi) any IP Agreement that is material to the Company and its Subsidiaries, taken as a whole; (xii) any material contract that is a currency or interest hedging arrangement; (xiii) any material contract containing a put, call, right assets of first refusal or similar right pursuant to which the Company or any of its Subsidiaries would be required to purchase securities other than in the ordinary course of another Person; business; (xi) Contracts for joint ventures or partnerships or any Contract involving a sharing of revenues, profits, losses, costs or liabilities with any third party (other than joint marketing or sales agreements entered into in the ordinary course of business); (xii) any Contract with any labor union; (xiii) any hedging, futures, options or other derivative Contract; (xiv) any contract that includes any Affiliate Contracts containing covenants of the Company (other than a Subsidiary of the Company) as a counterparty; and (xv) any collective bargaining agreement or other material agreement with any labor organization (collectively, the “Company Contracts”). Except as would not be reasonably likely to result in, individually or in the aggregate, a liability (of any nature) to the Company or any of its SubsidiariesSubsidiaries not to compete in any line of business or with any Person or in any geographical area or during any period of time, or that restricts the right of the Company and its Subsidiaries to sell to or purchase from any Person or to hire any Person, or that grants the other party or any third person “most favored nation” status or any type of special discount rights; (xv) any Contract, whether or not made in the ordinary course of business that involves a future or potential liability, as the case may be, in excess of $5,000,000250,000 on an annual basis or in excess of $250,000 over the current contract term, neither except for any Contract specifically referenced in another part of this Section 3.14(a) (excluding any Contracts that would be required to be disclosed under Section 3.14(a)(i) or (ii) disregarding the thresholds applicable thereto); and (xvi) Contracts entered into subsequent to January 17, 2014 relating to the acquisition or disposition (by merger, purchase of Equity Interests or assets or otherwise) by the Company nor or any of its Subsidiaries of any operating business or material assets or Equity Interests of any other Person, or any other Contract relating to the acquisition or disposition (by merger, purchase of Equity Interests or assets or otherwise) by the Company or any of its Subsidiaries of any operating business or material assets or Equity Interests of any other Person under which any of the parties thereto have remaining financial obligations. (b) Except as set forth on Schedule 3.14(b), none of the Company or any of its Subsidiaries is in material breach of, or in material default under under, any Company Contract Significant Contract, nor, to the knowledge Knowledge of the Company as of the date of this AgreementCompany, is any other party to any such Company Significant Contract in material breach of, or material default thereunder, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or material default by the Company, any of its Subsidiaries or, to the Knowledge of the Company, any other party thereunder. Except as would not be reasonably likely to result inEach of the Significant Contracts is in full force and effect and is the legal, individually or in the aggregate, a liability (valid and binding obligation of any nature) to either of the Company or any one of its SubsidiariesSubsidiaries that is a party thereto and, to the Knowledge of the Company, the other parties thereto and enforceable in excess of $5,000,000, as accordance with its terms. As of the date hereof, no party to any of the Significant Contracts has exercised any termination rights with respect thereto (Aprovided that failures to renew upon expiration shall not be deemed to be an exercise of termination rights) or has expressed in writing any intention to terminate or materially and adversely amend or modify, any of the Significant Contracts. The Company has made available, or caused to be made available, to Buyer true, correct and complete copies of all of the Significant Contracts, together with all material amendments, modifications or supplements thereto as of the date hereof (or a written description of the material terms of any Significant Contract that is not written). Except as set forth on Schedule 3.14(b), neither the Company nor any of its Subsidiaries has received any claim or notice of material breach of or material default under any such Company Contract or any notice of intent to cancel or terminate any Company Contract, and, notices seeking (Bi) to the knowledge excuse a third party’s non-performance, or delay a third party’s performance, under existing Significant Contracts due to interruptions caused by COVID-19 (through invocation of the Companyforce majeure or similar provisions, no event has occurred which individually or together with other events, would reasonably be expected otherwise) or (ii) to result in a material breach of or a material default under modify any Company Contract by the Company or any of its Subsidiaries party thereto (in each case, with or without notice or lapse of time or both)existing contractual relationships due to COVID-19.

Certain Contracts and Arrangements. Except as set forth on Schedule 3.1(u) of 3.15, neither the Company Disclosure Schedule, together with the lists of exhibits contained in the Company SEC Documents, sets forth a true and complete list, as of the date of this Agreement, of (i) each agreement to which the Company or nor any of its Subsidiaries is a party to or bound by any contracts, agreements, instruments or legally binding understandings (other than this Agreement) that is of a type that would be required to be included as an exhibit to a Registration Statement on Form S-1 pursuant to Items 601(b)(2), (4), (9) or (10“Contracts”) of Regulation S-K of the SEC if such a registration statement was filed by the Company on the date of this Agreement; following nature (ii) any agreement that purports to limit the manner in which, or the localities in whichcollectively, the Company’s “Material Contracts”): (a) Contracts with any current or its Subsidiaries’ businesses are conducted in any manner that is material to the Company and its Subsidiariesformer employee, taken as a whole, including any non-compete agreements, agreements limiting the ability director or officer of the Company or any of its Subsidiaries from soliciting customers (other than any such officer who receives or employees; received (iii) any material agreement that contains any “most favored nation,” “take during his or pay,” minimum requirements, right her last year of first refusal or other similar provisions employment with respect to any transaction engaged in by the Company or any of its Subsidiaries; (iv) any agreement providing for exclusive rights of marketing less than $100,000 in total annual cash compensation from the Company or distributing any of its Subsidiaries); (b) Contracts other than contracts entered into in the products ordinary course of business (x) for the sale of any amount of the assets of the Company or its Subsidiaries in any manner that is material to the Company and of its Subsidiaries, taken as a whole; or (vy) for the grant to any supply contract Person of one year or greater remaining duration that involves required payments by or any preferential rights to purchase any amount of its assets; (c) Contracts which restrict the Company or any of its Subsidiaries from competing in any line of more than $20 million business or with respect to the Company’s plastics segmentany Person in any geographical area, and $40 million or which restrict any other Person from competing with respect to the Company’s chemicals business segment, in each case on an annual basis; (vi) any sales contract of one year or greater remaining duration that involves required payments by or to the Company or any of its Subsidiaries in any line of more business or in any geographical area; (d) Other than $7 million with respect to contracts entered into in the Company’s plastics segment, and $15 million with respect to the Company’s chemicals business segment, in each case on an annual basis; (vii) any contract which contemplates consideration in excess of $10 million with respect to the acquisition or disposition of any Person or line ordinary course of business, whether contracts which restrict the Company or any of its Subsidiaries from disclosing any information concerning or obtained from any other Person, or which restrict any other Person from disclosing any information concerning or obtained from the Company or any of its Subsidiaries; (e) any confidentiality, nondisclosure or similar Contracts which contain any “standstill” provisions or similar restrictions by way any third party (other than Parent or its Affiliates); (f) Contracts involving (i) the acquisition, merger or purchase of mergerall or substantially all of the assets or business of a third party, acquisition of equity securities or acquisition (ii) the purchase or sale of assets; (viii) any contract with respect to the settlement , or a series of any litigationpurchases and sales of assets, proceeding or claim involving non-monetary relief or monetary relief in excess aggregate consideration of $15 million; 200,000 or more; (ixg) Contracts with any contract Affiliate of the type that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act; (h) Contracts which contain a provision requiring a third party’s consent to, or agreement giving it a termination right following, a change in control of the Company or any of its Subsidiaries; (i) Contracts, including mortgages or other grants of security interests, guarantees and notes, relating to the borrowing of money or the extension of credit debt; (j) Contracts relating to any joint venture, partnership, strategic alliance or similar arrangement, which has involved, or is reasonably expected to involve, a sharing of revenues, profits, cash flows, expenses or losses by the Company or any of its Subsidiaries with any other party; (k) Contracts existing on the date hereof involving revenues or payments in excess of $250,000 per year; (l) Any distribution, marketing, sales representative or similar agreement under which any third party is authorized to sell, sublicense, lease, distribute, market or take orders for, any product, service or technology of the Company or any of its Subsidiaries; (m) Any contract or arrangement providing for the development of any software, content, technology or Intellectual Property by or for (or for the benefit or use of) the Company or any of its Subsidiaries; (n) Any agreement, contract or arrangement, other than standard forms of customer contracts entered into in the ordinary course of business, pursuant to which the Company or any of its Subsidiaries has a borrowing capacity of more than $30 million sold or outstanding Indebtedness of more than $15 millionlicensed any rights in or to any software, technology or other Intellectual Property to any third party; and (xo) any Any contract that is related or commitment for or relating to the governance employment or operation hiring of services of any joint ventureofficer, partnership employee, consultant, or similar arrangement, other than such contract solely between or among any independent contractor of the Company and its Subsidiaries; (xi) any IP Agreement that is material to the Company and its Subsidiaries, taken as a whole; (xii) any material contract that is a currency or interest hedging arrangement; (xiii) any material contract containing a put, call, right of first refusal or similar right pursuant to which the Company or any of its Subsidiaries would be required to purchase securities or any other type of another Person; (xiv) any contract that includes any Affiliate of the Company (other than a Subsidiary of the Company) as a counterparty; and (xv) any collective bargaining agreement or other material agreement legally binding understanding with any labor organization (collectivelydirector, the “Company Contracts”). Except as would not be reasonably likely to result inofficer, individually employee or in the aggregate, a liability (consultant of any nature) to the Company or any of its SubsidiariesSubsidiaries that is not immediately terminable by the Company or its Subsidiary, in excess of $5,000,000as the case may be, without cost or other liability. Except as set forth on Schedule 3.15, neither the Company nor any of its Subsidiaries is in material breach or default under any Company Material Contract nor, to the knowledge of the Company as of the date of this AgreementCompany’s Knowledge, is any other party to any such Company Material Contract in material breach or default thereunder. Except as would not be reasonably likely , and each Material Contract to result in, individually or in the aggregate, a liability (of any nature) to which the Company or any of its Subsidiaries, in excess of $5,000,000, as of the date hereof, (A) neither the Company nor any of its Subsidiaries has received any claim or notice of material breach of or material default under any such Company Contract or any notice of intent to cancel or terminate any Company Contract, and, (B) to the knowledge of the Company, no event has occurred which individually or together with other events, would reasonably be expected to result is a party is in a material breach of or a material default under any Company Contract by the Company or any of its Subsidiaries party thereto (in each case, with or without notice or lapse of time or both)full force and effect.