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. (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. 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. As of the date ---------------------------------- hereof, except as set forth on Schedule 3.1(u) 4.17 of the Company Disclosure ScheduleLetter, together with the lists of exhibits contained in neither 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 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"): ------------------ (i) contracts with any current or its Subsidiaries’ businesses are conducted in any manner that is material to the Company and its Subsidiariesformer officer, taken as a whole, including any non-compete agreements, agreements limiting the ability employee or director of the Company or any of its Subsidiaries from soliciting customers (other than any such officer, employee 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 director who is not an executive officer of the Company or its Subsidiaries a regional vice president and who, in any manner that is material to each case, receives or received (during his or her last year of employment with the Company and or any of its Subsidiaries, taken as a whole; ) less than $250,000 in total annual cash compensation from the Company or any of its Subsidiaries); (vii) contracts entered into (x) for the sale of any supply contract amount of one year or greater remaining duration that involves required payments by or to assets of the Company or any of its Subsidiaries with an aggregate market value in excess of more $5,000,000 or (y) for the grant to any Person of any preferential rights to purchase any material amount of its assets (in each case, other than any contract (collectively, "Excluded Contracts") with any customer (a) not exceeding $20 million 50,000,000 in any year or $150,000,000 in the aggregate or (b) that is terminable by the Company within ninety (90) days without penalty); (iii) contracts which materially restrict the Company or any of its Affiliates from competing in any material line of business or with respect any Person in any geographical area or which materially restrict any other Person from competing with the Company or any of its Affiliates in any material line of business or in any geographical area; (iv) contracts which are material to the Company’s plastics segment, Company 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 which restrict 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) from disclosing any contract which contemplates consideration in excess of $10 million with respect to the acquisition information concerning or disposition of obtained from any other Person or line of business, whether by way of merger, acquisition of equity securities which restrict any other Person from disclosing any information concerning 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 obtained from the Company or any of its Subsidiaries has a borrowing capacity (other than contracts entered into in the ordinary course of more than $30 million or outstanding Indebtedness of more than $15 million; business consistent with past practice); (xv) any contract that is related to the governance or operation of any joint ventureconfidentiality, partnership nondisclosure or similar arrangementcontract which contains any "standstill" provisions or similar restrictions on Acquisition Proposals by any third party (other than Parent or its Affiliates); (vi) contracts involving (A) the acquisition, merger or purchase of all or substantially all of the assets or business of a third party involving aggregate consideration of $7,500,000 or more or (B) the purchase or sale of assets, or a series of purchases and sales of assets (other than inventory), involving aggregate consideration of $7,500,000 or more, other than such any Excluded Contract or (C) the purchase of inventory pursuant to any contract solely between or among any purchase order, which contract or purchase order represents aggregate purchases of over $100,000,000 (collectively, the Company and its Subsidiaries; "Material Inventory Contracts"); (xivii) contracts with any IP Agreement Affiliate that is would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act; (viii) contracts which are material to the Company and its Subsidiaries, taken as contain 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 "change in control" or similar right pursuant to which the Company or any of its Subsidiaries would be required to purchase securities of another Person; provision; (xivix) 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 contracts, including mortgages or other material agreement with any labor organization (collectivelygrants of security interests, the “Company Contracts”). Except as would not be reasonably likely to result inguarantees and notes, individually or in the aggregate, a liability (of any nature) relating to the Company or any borrowing of its Subsidiaries, money in an aggregate amount in excess of $5,000,0005,000,000 in the aggregate; (x) contracts relating to any material joint venture, partnership, strategic alliance or similar arrangement; and (xi) contracts involving revenues or payments in excess of (A) $25,000,000 per year or (B) $75,000,000 in the aggregate at any time, in each case, other than any Excluded Contract or any contract for the purchase of inventory that is not a Material Inventory Contract. Except as set forth on Schedule 4.17 of the Company Disclosure Letter and except as would not reasonably be expected to have a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries is in breach or default under any Company Material Contract nor, to the knowledge Knowledge of the Company as of the date of this AgreementCompany, is any other party to any such Company Material 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. (a) Schedule 3.1(u3.9(a) of the Company Disclosure Schedule, together with the lists of exhibits contained in the Company SEC Documents, sets forth a true and complete listall Contracts (other than any Employee Benefit Program) to which, as of the date hereof, the Company is a party or that are primarily related to the Business and under which there are ongoing obligations (other than customary confidentiality obligations), in each case, meeting any of this Agreement, of the descriptions set forth below (collectively referred to herein as the “Significant Contracts”): (i) each agreement except for any Employee Benefit Program or Contracts with Company Employees, any Contract that has resulted in the receipt or payment in the aggregate of more than $1,000,000 during any 12-month period or that is reasonably likely to result in the receipt or making of future payments (in the aggregate) in excess of $1,000,000 during any 12-month period; (ii) any Contract with a Company Employee pursuant to which the such Company Employee’s annual base salary is greater than $150,000 in a calendar year (other than Contracts with Company Employees providing for at-will employment); (iii) any Contract (A) involving licenses or similar rights under Intellectual Property Assets granted to Seller or any of its Subsidiaries Affiliates (including the Company) that are primarily related to the Business or operations of the Company and that are material to the operation of the Business, (B) involving licenses or similar rights under Intellectual Property Assets granted to the Company that are material to the operation of the Business or (C) providing for the development or acquisition of any Intellectual Property Assets or IT Assets material to the Business, in each case, other than standard invention assignment agreements entered into with employees, contractors or consultants of Seller or its Affiliates (including the Company) or non-exclusive rights to access or use generally commercially available IT Assets licensed or provided on standard terms and conditions that involve annual payments by Seller or its Affiliates (including the Company) of less than $100,000; (iv) Contracts under which Seller or any of its Affiliates (including the Company) grants to any third party any license or similar right under any Company Intellectual Property Asset (A) that is a party an exclusive license or (B) that involves annual payments to Seller or its Affiliates (including the Company) of more than $100,000; (v) any Contract under which the Company has created, incurred, assumed or guaranteed any indebtedness or relating to any Lien (other than this Agreementa Permitted Lien) 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) the Shares or (10) of Regulation S-K any asset of the SEC if such a registration statement was filed by the Company on the date of this Agreement; Company; (iivi) any agreement Contract regarding joint ventures, partnerships or similar undertakings; (vii) any Contract that purports limits or would reasonably be expected to limit the manner in whichlimit, directly or the localities in whichindirectly, the Company’s or its Subsidiaries’ businesses are conducted in any manner that is material to respect the Company and its Subsidiaries, taken as a whole, including any non-compete agreements, agreements limiting the ability right of the Company or any of its Subsidiaries from soliciting customers Affiliates (including, on and after the Closing, Buyer and any of its Affiliates) to (A) compete or employees; engage in any line of business or in any geographic areas or (iiiB) solicit or hire any Person; (viii) any material agreement that contains any “most favored nation,” “take Contract relating to the acquisition or pay,” minimum requirementsdisposition (by merger, right purchase of first refusal stock or other similar provisions with respect to any transaction engaged in assets or otherwise) by the Company of any operating business or its Subsidiaries; material assets or Equity Securities of any other Person or that provides for the indemnification or assumption of any Loss of any Person by the Company; (ivix) any agreement providing for exclusive rights of marketing or distributing any Contract relating to the Equity Securities of the products of the Company Company; (x) any Contract with a Governmental Body; (xi) any Real Property Lease; (xii) any Contract that requires or its Subsidiaries would reasonably be expected to require, directly or indirectly, 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 respect the Company or any of its Subsidiaries of more than $20 million with respect to Affiliates (including, on and after the Company’s plastics segmentClosing, Buyer 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 Affiliates) to purchase minimum quantities (or pay any amount for failure to purchase any specific quantities) of more than $7 million goods or services to deal with respect to the Company’s plastics segment, and $15 million with respect to the Company’s chemicals business segment, in each case any Person on an annual basis; exclusive basis or containing any “most favored nations” or similar pricing arrangement; (viixiii) any contract which contemplates consideration in excess of $10 million with respect to the acquisition Contract evidencing financial or disposition of commodity hedging or similar trading activities, including any Person interest rate swaps, financial derivatives master agreements or line of businessconfirmations, whether by way of merger, acquisition of equity securities or acquisition of assets; futures account opening agreements and/or brokerage statements or similar Contract; (viiixiv) any contract with respect to the settlement of any litigationsettlement, proceeding conciliation 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 similar Contract 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 arrangementoutstanding obligation; (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 and (xv) any collective bargaining agreement or other the RWI Policy. (b) (i) The Company is not in material agreement with any labor organization (collectivelybreach of, the “Company Contracts”). Except as would not be reasonably likely to result in, individually or in the aggregatedefault under, 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 Significant Contract nor, to the knowledge Knowledge of the Company as of the date of this AgreementSeller, is any other party to any such Company Significant 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 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 default under by the Company or, to the Knowledge of Seller, any such other party thereunder; (ii) each of the Significant Contracts is in full force and effect and is the legal, valid and binding obligation of the Company Contract or any notice of intent to cancel or terminate any Company Contract, and, to the Knowledge of Seller, the other parties thereto and enforceable in accordance with its terms, except (A) 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 (B) to the knowledge 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 (the “Bankruptcy and Equity Exception”); and (iii) to the Knowledge of Seller, since the Lookback Date, no party to any of the Company, no event Significant Contracts has occurred which individually or together exercised any termination rights 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 respect thereto (in provided, that failures to renew upon expiration shall not be deemed to be an exercise of termination rights). Seller has made available to Buyer a correct and complete copy of each case, with or without notice or lapse of time or both)Significant Contract.

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. (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. (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. (a) Schedule 3.1(u) of the Company Disclosure Schedule, together with the lists of exhibits contained in the Company SEC Documents, 2.13 sets forth a true and complete list, as list of the date of this Agreement, of following: (i) each agreement to which open purchase orders, purchase commitments, sales orders and sales commitments greater than $100,000 entered into in the Company or any ordinary course 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)business, (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 current employment agreements, consulting agreements limiting the ability or other employee or similar agreements with any employee of the Company Seller and other similar arrangements or any of its Subsidiaries from soliciting customers or employeesunderstandings not terminable at will by Seller without penalty; (iii) any material each current indenture, mortgage, note, installment obligation, agreement that contains any “most favored nation,” “take or pay,” minimum requirements, right of first refusal or other similar provisions with respect instrument relating to the borrowing of money in excess of $50,000 by Seller or the guaranty of any transaction engaged obligation for the borrowing of money in excess of $50,000 by the Company or its SubsidiariesSeller; (iv) each other current contract, agreement, commitment, arrangement or understanding which is not terminable by Seller on 30 or fewer days' notice at any agreement providing for exclusive rights time without penalty and which involves the receipt or payment by Seller 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 wholemore than $50,000; (v) any supply contract of one year current partnership, joint venture, shareholder 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 basissimilar agreement; (vi) any sales contract current guaranty, letter of one year credit, currency or greater remaining duration that involves required payments by interest rate exchange or to the Company other derivative agreement, keep-well 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 basissimilar instrument or agreement; (vii) any contract which contemplates consideration in excess current agreement containing non-competition or other limitations restricting the conduct of $10 million the business of Seller; (viii) any current manufacturer's representative agreement, broker's agreement, distributorship or dealer agreement or other agreement relating to the sale or distribution of products to or by persons or other retailers; (ix) any current agreement with any manufacturer, supplier or customer with respect to discounts, allowances, chargebacks, rebates or retroactive price adjustments; (x) any current agreement entered into since January 1, 1996 (other than for the purchase of machinery and equipment in the ordinary course of business), relating to the acquisition or disposition of any Person businesses, product lines or line of business, whether by way of merger, acquisition of equity securities or acquisition a material amount 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 current indemnification agreement with any labor organization employee of Seller. (collectively, the “Company Contracts”). Except as would not be reasonably likely to result in, individually or b) All purchase orders and commitments and all sales orders and commitments of Seller have been entered into in the aggregateordinary course of business consistent with past practices. (c) To Seller's knowledge, a liability (of any nature) to the Company no material default or alleged material default 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 casewhich, with or without notice or the lapse of time or both)the election of any Person other than Seller, will become a material default exists under any of the contracts, agreements, commitments, arrangements or understandings which are required to be disclosed pursuant to this Agreement. Each of such contracts, agreements, commitments, arrangements or understandings is now valid, in full force and effect and enforceable in accordance with its terms and Seller has fulfilled in all material respects, or taken all action reasonably necessary to enable it to fulfill when due, all its obligations under such contracts, agreements, commitments, arrangements or understandings. (d) Seller has provided to Purchaser copies of all of the agreements and documents listed Schedule 2.13.

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) Except for Business Agreements listed on Schedule 3.1(u) 5.9(a), as of the Company Disclosure Scheduledate of this Agreement there is not any Business Agreement that is: (i) a written employment agreement or employment contract that has an aggregate future liability in excess of $250,000 and is not terminable by Seller by notice of not more than 60 days for a cost of less than $250,000; (ii) a collective bargaining agreement or other Contract with any labor organization, together with the lists of exhibits union or association; (iii) a covenant not to compete (other than pursuant to any radius restriction contained in any lease, reciprocal easement or development, construction, operating or similar agreement) that materially limits the Company SEC Documentsconduct of the Business as presently conducted or that purports to bind Affiliates of the owner of the Business; (iv) a Contract with (A) any shareholder or affiliate of Seller or (B) any current or former officer or director of Seller or any of its Affiliates (other than employment agreements); (v) a lease or sublease or similar Contract material to the Business or the use or operation of the Purchased Assets under which Seller is a lessor or sublessor of, sets or makes available for use to any Person (A) any Owned Real Property or Leased Real Property or (B) any portion of any premises otherwise occupied by Seller; (vi) a lease, sublease or similar Contract under which (A) Seller is lessee of, or holds or uses, any machinery, equipment, vehicle or other tangible personal property owned by any Person or (B) Seller is a lessor or sublessor of, or makes available for use by any Person, any tangible personal property owned or leased by Seller, in any such case has an aggregate future liability or receivable, as the case may be, in excess of $500,000 and is not terminable by Seller by notice of not more than 60 days for a cost of less than $500,000; (vii) a Contract under which Seller has incurred, or reasonably anticipates as of the date of this Agreement incurring, an aggregate liability to any Person in excess of $500,000 in the calendar year 2008, or in any subsequent calendar year, for (A) the future purchase of materials, supplies or equipment (other than purchase orders for gas in the ordinary course of business consistent with past practice), (B) a management, service, consulting or other similar Contract or (C) an advertising agreement or arrangement; (viii) a license, sublicense, option or other Contract relating in whole or in part to the Assigned Intellectual Property (including any license or other Contract under which Seller is licensee or licensor of any Assigned Intellectual Property) or to any Technology that has an aggregate future liability to any Person in excess of $100,000 and is not terminable by Seller by notice of not more than 60 days for a cost of less than $100,000; (ix) a Contract (including any so-called take-or-pay or keepwell agreement) under which (A) any Person has directly or indirectly guaranteed Disclosed Indebtedness, liabilities or obligations of Seller or (B) Seller has directly or indirectly guaranteed Disclosed Indebtedness, liabilities or obligations of any other Person (in each case other than endorsements for the purpose of collection in the ordinary course of business), in any such case that, individually, is in excess of $100,000; (x) a Contract under which Seller has, directly or indirectly, made any advance, loan, extension of credit or capital contribution to, or other investment in, any Person (other than Seller and other than extensions of trade credit in the ordinary course of the Business), in any such case that, individually, is in excess of $100,000; (xi) a Contract granting an Encumbrance (other than Permitted Encumbrances) upon any Owned Real Property, Leased Real Property or other Purchased Asset; (xii) a Contract made outside the ordinary course of business providing for indemnification of any Person with respect to liabilities relating to any current or former business of Seller or any predecessor Person; (xiii) a power of attorney (other than a power of attorney given in the ordinary course of the Business); (xiv) a Gas Supply Contract; (xv) a Customer Gas Transportation Contract; (xvi) a Contract for the storage of gas (including park and ride type agreements); (xvii) a Contract for the gathering or processing of gas; (xviii) a Contract for the interconnection or operation of any gas pipeline; (xix) a Contract for lease of gas pipeline capacity; (xx) a Contract for the sale of any Purchased Asset (other than inventory sales in the ordinary course of business) or the grant of any preferential rights to purchase any such Purchased Asset; (xxi) a currency exchange or interest rate exchange Contract; or (xxii) a Contract for any joint venture, partnership or similar arrangement. (b) Except as disclosed in Schedule 5.9(b)(i), each of the Material Business Agreements constitutes a valid and binding obligation of Seller and, to Seller’s Knowledge, constitutes a valid and binding obligation of the other parties thereto and is in full force and effect, except where the impact of such lack of validity or binding nature, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Seller is not in breach or default (nor has any event occurred which, with notice or the passage of time, or both, would constitute such a breach or default) under, and has not received written notice that it is in breach or default under, any Material Business Agreement, except for such breaches or defaults as to which requisite waivers or consents have been obtained or which, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule 5.9(b)(ii), to Seller’s Knowledge, no other party to any Material Business Agreement is in breach or default (nor has any event occurred which, with notice or the passage of time, or both, would constitute such a breach or default) under any Material Business Agreement except such breaches or events of default which, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. (c) Schedule 5.9(c)sets forth a true list of each municipal, county or tribal franchise agreement relating to the Business to which Seller is a party (the “Franchises”). Except as disclosed on Schedule 5.9(c), Seller is not in default in any material respect under such Franchises, and, to Seller’s Knowledge, each such Franchise is in full force and complete effect. (d) Schedule 5.9(d)sets forth a list, as of the date of this Agreement, of (i) each agreement to all material arrangements under which the Company or any of its Subsidiaries Seller 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) provide security or (10) guarantees for the performance of Regulation S-K obligations of the SEC if such a registration statement was filed by the Company on the date of this Agreement; Business. (iie) 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 As of the date of this Agreement, the aggregate principal amount of all outstanding Disclosed Indebtedness (other than any Disclosed Indebtedness that is any other party to any such Company Contract in breach or default thereunder. Except as would an Excluded Liability) does 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 exceed $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)3,000,000.

Certain Contracts and Arrangements. (a) Schedule 3.1(u) of the Company Disclosure Schedule, together with the lists of exhibits contained in the Company SEC Documents, 2.13 sets forth a true and complete list, as list of the date of this Agreement, of following: (i) each agreement to which open purchase orders, purchase commitments, sales orders and sales commitments greater than $100,000 entered into in the Company or any ordinary course 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)business, (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 current employment agreements, consulting agreements limiting or other employee or similar agreements with any employee of either Seller and other similar arrangements or understandings not terminable at the ability will of the Company or any of its Subsidiaries from soliciting customers or employeesSellers without penalty; (iii) any material each current indenture, mortgage, note, installment obligation, agreement that contains any “most favored nation,” “take or pay,” minimum requirements, right of first refusal or other similar provisions with respect instrument relating to the borrowing of money in excess of $50,000 by either Seller or the guaranty of any transaction engaged obligation for the borrowing of money in excess of $50,000 by the Company or its Subsidiarieseither Seller; (iv) each other current contract, agreement, commitment, arrangement or understanding which is not terminable by the Sellers on 30 or fewer days' notice at any agreement providing for exclusive rights time without penalty and which involves the receipt or payment by either Seller 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 wholemore than $50,000; (v) any supply contract of one year current partnership, joint venture, shareholder 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 basissimilar agreement; (vi) any sales contract current guaranty, letter of one year credit, currency or greater remaining duration that involves required payments by interest rate exchange or to the Company other derivative agreement, keep-well 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 basissimilar instrument or agreement; (vii) any contract which contemplates consideration in excess current agreement containing non-competition or other limitations restricting the conduct of $10 million the business of either Seller; (viii) any current manufacturer's representative agreement, broker's agreement, distributorship or dealer agreement or other agreement relating to the sale or distribution of products to or by persons or other retailers; (ix) any current agreement with any manufacturer, supplier or customer with respect to discounts, allowances, chargebacks, rebates or retroactive price adjustments; (x) any current agreement entered into since January 1, 1996 (other than for the purchase of machinery and equipment in the ordinary course of business), relating to the acquisition or disposition of any Person businesses, product lines or line of business, whether by way of merger, acquisition of equity securities or acquisition a material amount 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 current indemnification agreement with any labor organization employee of either Seller. (collectively, b) All purchase orders and commitments and all sales orders and commitments of the “Company Contracts”). Except as would not be reasonably likely to result in, individually or Sellers have been entered into in the aggregateordinary course of business consistent with past practices. (c) To Sellers' knowledge, a liability (of any nature) to the Company no material default or alleged material default 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 casewhich, with or without notice or the lapse of time or both)the election of any Person other than the Sellers, will become a material default exists under any of the contracts, agreements, commitments, arrangements or understandings which are required to be disclosed pursuant to this Agreement. Each of such contracts, agreements, commitments, arrangements or understandings is now valid, in full force and effect and enforceable in accordance with its terms and the Sellers have fulfilled in all material respects, or taken all action reasonably necessary to enable it to fulfill when due, all its obligations under such contracts, agreements, commitments, arrangements or understandings.