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Home My WebLink AboutNC0003875_Owner (Name Change)_20230417Water Resources ENVIRONMENTAL QUALITY RECEIVED APR 17 M3 NCDEQ/DWR/NPDES ROY COOPER MICHAEL S. REGAN Secremn' LINDA CULPEPPER hwrk Director' PERMIT NAME/OWNERSHIP CHANGE FORM CURRENT PERMIT INFORMATION: Permit Number: NC00 0 / 3 / 8 / 7 / 5 or 1. Facility Name: Elementis Chroumium II. NEW OWNER/NAME INFORMATION: 1. This request for a name change is a result of: _x_a. Change in ownership of property/ company _b. Name change only _c. Other (please explain): 2. New owner's name (name to be put on permit): American Chrome and Chemicals 3. New owner's or signing official's name and title: Matt Hamburg (Person legally responsible for permit) Director of Operations (Title) 4. Mailing address: 5408 Holly Shelter Rd City: Castle Hayne State: NC Zip Code: ±8 Z%N? j Phone:( 910 ) 675-7229 E-mail address: mathew.hamburg@americanchromechemicals.com THIS APPLICATION PACKAGE WILL NOT BE ACCEPTED BY THE DIVISION UNLESS ALL OF THE APPLICABLE ITEMS LISTED BELOW ARE INCLUDED WITH THE SUBMITTAL. REQUIRED ITEMS: 1. This completed application form 2. Legal documentation of the transfer of ownership (such as a property deed, articles of incorporation, or sales agreement) [see reverse side of this page for signature requirements] State of North Carolina I Environmental Quality I Water Resources 1617 Mail Service Center I Raleigh, NC 27699-1617 919 807 6300 919-807-6389 FAX https://deq.nc.gov/aboutldivi sionslwater-resources/water-resources-permits/wastewater-brmclVnpdes-wastewater-permits NPDES Name & Ownership Change Page 2 of 2 Applicant's Certification: I, Matt Hamburg , attest that this application for a name/ownership change has been reviewed and is accurate and complete to the best of my knowledge. I understand that if all required parts of this application are not completed and that if all required supporting information and attachments are not included, this application package will be returned as incomplete. Signature: ZDate: 4/11 /2023 THE COMPLETED APPLI TION PACKAGE, INCLUDING ALL SUPPORTING INFORMATION & MATERIALS, SHOULD BE SENT TO THE FOLLOWING ADDDRESS: NC DEQ / DWR / NPDES 1617 Mail Service Center Raleigh, North Carolina 27699-1617 Version 1112017 Execution Version SHARE PURCHASE AGREEMENT By and Among AMERICAN CHROMIUM COMPANY LLC, ELEMENTIS GLOBAL LLC, ELEMENTIS HOLDINGS LIMITED, ELEMENTIS UK LIMITED, AND, SOLELY FOR PURPOSES OF SECTION 9.17 HEREIN, YILDIRIM INTERNATIONAL INVESTMENT HOLDING B.V., AND, SOLELY FOR PURPOSES OF SECTION 6.3 AND SECTION 6.24 HEREIN, ELEMENTIS PLC DATED NOVEMBER 29, 2022 CONTENTS Page ARTICLEI DEFINITIONS......................................................................................................................... 1 Section1.1 Definitions............................................................................................................. 1 Section1.2 Construction.........................................................................................................16 Section 1.3 Exhibits and Schedules........................................................................................17 Section1.4 Knowledge...........................................................................................................17 ARTICLEII THE CLOSING..................................................................................................................... 17 Section 2.1 Sale and Purchase of the Equity Interests............................................................ 17 Section 2.2 Initial Purchase Price; Delivery of Funds; Payment of Indebtedness and Company Transaction Expenses.......................................................................... 17 Section 2.3 Determination of Purchase Price Adjustment...................................................... 18 Section 2.4 Closing; Closing Deliverables............................................................................. 21 Section 2.5 Tax Treatment of Payments................................................................................. 22 Section 2.6 Withholding......................................................................................................... 22 ARTICLE III REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANIES AND THE COMPANY SUBSIDIARIES..................................................................................... 22 Section 3.1 Due Organization, Good Standing and Corporate Power .................................... 22 Section 3.2 Noncontravention................................................................................................. 23 Section 3.3 Capitalization....................................................................................................... 23 Section 3.4 Consents and Approvals...................................................................................... 23 Section 3.5 Financial Statements; No Undisclosed Liabilities ............................................... 24 Section 3.6 Absence of Certain Changes................................................................................ 24 Section 3.7 Compliance with Laws........................................................................................ 25 Section3.8 Permits................................................................................................................. 25 Section3.9 Litigation.............................................................................................................. 25 Section 3.10 Employee Benefit Plans....................................................................................... 25 Section 3.11 Labor Matters....................................................................................................... 27 Section3.12 Tax Matters.......................................................................................................... 28 Section 3.13 Intellectual Property ............................................................................................. 31 Section 3.14 Material Contracts................................................................................................ 31 Section 3.15 .... .......... Environmental Matters......................................................... ............. .... 33 Section3.16 Real Property ....................................................................................................... 33 Section 3.17 Material Customers and Suppliers....................................................................... 34 Section 3.18 Product Liability .................................................................................................. 35 Section 3.19 Insurance.............................................................................................................. 35 Section 3.20 Anti-Corruption................................................................................................... 35 Section 3.21 Trade Controls.......................................................................................... Section3.22 CFIUS.................................................................................................................. 36 Section 3.23 Condition and Sufficiency of Assets.................................................................... 36 Section 3.24 Exclusivity of Representations............................................................................ 36 ARTICLE IV REPRESENTATIONS AND WARRANTIES REGARDING SELLERS ......................... 37 Section 4.1 Due Organization and Corporate Power.............................................................. 37 Section 4.2 Authorization; Noncontravention........................................................................ 37 W Section 4.3 Consents and Approvals...................................................................................... 38 Section 4.4 Ownership of Equity Interests............................................................................. 38 Section 4.5 Broker's or Finder's Fee...................................................................................... 38 Section 4.6 Exclusivity of Representations............................................................................ 38 ARTICLE V REPRESENTATIONS AND WARRANTIES OF PURCHASER ...................................... 39 Section 5.1 Due Organization, Good Standing and Corporate Power .................................... 39 Section 5.2 Authorization; Noncontravention........................................................................ 39 Section 5.3 Consents and Approvals...................................................................................... 40 Section 5.4 Broker's or Finder's Fee...................................................................................... 40 Section 5.5 Sufficiency of Funds............................................................................................ 40 Section5.6 Solvency.............................................................................................................. 40 Section5.7 Litigation.............................................................................................................. 40 Section 5.8 Contact with Customers and Suppliers................................................................ 40 Section 5.9 Investment Intent................................................................................................. 40 Section 5.10 Investigation by Purchaser; Companies' Liability ............................................... 41 Section 5.11 Tax Classification................................................................................................ 42 Section 5.12 Compliance with Laws........................................................................................ 42 Section 5.13 Exclusivity of Representations............................................................................ 42 ARTICLE VI COVENANTS..................................................................................................................... 42 Section 6.1 Access to Information Concerning Properties and Records ................................ 42 Section 6.2 Confidentiality..................................................................................................... 43 Section 6.3 Non -Competition; Non-Solicitation..................................................................... 43 Section 6.4 Conduct of the Business of the Companies Pending the Closing Date ............... 44 Section 6.5 Reasonable Best Efforts....................................................................................... 47 Section 6.6 Regulatory Approvals.......................................................................................... 48 Section 6.7 Employee Benefits............................................................................................... 50 Section 6.8 Indemnity; Directors' and Officers' Insurance; Fiduciary and Employee Benefit Insurance................................................................................................. 55 Section 6.9 Public Announcements........................................................................................ 56 Section 6.10 Preservation of Records....................................................................................... 56 Section 6.11 Conflicts; Privileges............................................................................................. 56 Section6.12 Tax Matters.......................................................................................................... 57 Section 6.13 Resignations and Related Regulatory Filings ...................................................... 61 Section 6.14 Compliance with WARN and Similar Statutes .................................................... 61 Section 6.15 Financing Cooperation......................................................................................... 62 Section6.16 Exclusivity ........................................................................................................... 63 Section 6.17 Termination of Certain Related -Party Arrangements .......................................... 64 Section 6.18 R&W Insurance Policy........................................................................................ 64 Section 6.19 Magellan Receivables.......................................................................................... 64 Section 6.20 Credit Support ...................................................................................................... 65 Section 6.21 2023 Capital Expenditures................................................................................... 65 Section 6.22 Insurance Proceeds.............................................................................................. 65 Section 6.23 Post -Closing Receipts.......................................................................................... 66 Section6.24 OCC APA.......................................................................................... ........ 66 Section 6.25 OCC Termination Notice Comfort Letter............................................................ 66 Section 6.26 Transition Services Agreement; Transitional Trademark License Agreement............................................................................................................ 67 ARTICLE V II CONDITIONS PRECEDENT............................................................................................ 67 Section 7.1 Conditions to the Obligations of Each Party ........................................................ 67 Section 7.2 Conditions to the Obligations of Purchaser......................................................... 67 Section 7.3 Conditions to the Obligations of Sellers.............................................................. 68 Section 7.4 Frustration of Closing Conditions........................................................................ 68 ARTICLE VIII TERMINATION AND ABANDONMENT..................................................................... 69 Section8.1 Termination.......................................................................................................... 69 Section 8.2 Effect of Termination........................................................................................... 70 ARTICLE IX MISCELLANEOUS............................................................................... ............. .. 71 Section 9.1 Fees and Expenses............................................................................................... 71 Section 9.2 Extension; Waiver................................................................................................ 71 Section9.3 Notices................................................................................................................. 72 Section9.4 Entire Agreement................................................................................................. 73 Section 9.5 Non -Recourse; Release........................................................................................ 73 Section 9.6 Binding Effect; Benefit; Assignment................................................................... 74 Section 9.7 Amendment and Modification............................................................................. 74 Section9.8 Survival................................................................................................................ 74 Section9.9 Counterparts......................................................................................................... 74 Section 9.10 Applicable Law.................................................................................................... 74 Section9.11 Severability.......................................................................................................... 75 Section 9.12 Specific Enforcement........................................................................................... 75 Section 9.13 Waiver of Jury Trial............................................................................................. 76 Section 9.14 Rules of Construction.......................................................................................... 76 Section 9.15 Interpretation........................................................................................................ 76 Section 9.16 Time of the Essence............................................................................................. 77 Section 9.17 Purchaser Guarantee............................................................................................ 77 SHARE PURCHASE AGREEMENT This SHARE PURCHASE AGREEMENT (this "Agreement") is dated November 29, 2022, by and among American Chromium Company LLC, a limited liability company organized under the laws of Delaware ("Purchaser"), Elementis Global LLC, a limited liability company organized under the laws of Delaware ("Elementis Global"), Elementis Holdings Limited, a company limited by shares incorporated under the laws of England and Wales ("Elementis Holdings"), Elementis UK Limited, a company limited by shares incorporated under the laws of England and Wales ("Elementis UK", together with Elementis Global and Elementis Holdings, "Sellers"), and, solely for purposes of Section 9.17, Yildirim International Investment Holding B.V., a besloten vennootschap organized under the laws of the Netherlands ("Purchaser Guarantor"), and, solely for purposes of Section 6.3 and Section 6.24, Elementis plc, a public limited company incorporated under the laws of England ("Sellers' Parent"). WITNESETH: WHEREAS, Elementis Holdings and Elementis UK together own all of the limited liability partnership interests ("LLP Interests") in Elementis Chromium LLP ("Elementis Chromium"), a limited liability partnership incorporated under the laws of England and Wales; WHEREAS, Elementis Global owns all of the issued and outstanding shares of capital stock of each of American Chrome & Chemicals Inc., a corporation under the laws of Delaware ("ACC"), and Elementis Chromium America Inc., a corporation organized under the laws of Delaware ("ECA", together with Elementis Chromium and ACC, the "Companies", and each individually, a "Company" and the issued and outstanding shares of capital stock of ECA and ACC, together with the LLP Interests, the "Equity Interests"); WHEREAS, Sellers wish to sell the Equity Interests and Purchaser wishes to purchase and own directly 100% of the Equity Interests; WHEREAS, it is the intention of the parties hereto that upon consummation of the purchase and sale of the Equity Interests pursuant to this Agreement, Purchaser shall own, directly or indirectly, in the case of each of ECA and ACC, all of the outstanding shares of capital stock, and in the case of Elementis Chromium, all of the limited liability partnership interests together with any or other equity interests of each Company; and WHEREAS, Sellers and Purchaser desire to make certain representations, warranties, covenants and agreements in connection with the transactions contemplated by this Agreement and to prescribe certain conditions thereto. NOW, THEREFORE, in consideration of the premises and of the mutual covenants, representations, warranties and agreements herein contained, the parties hereto, intending to be legally bound, agree as follows: ARTICLE I DEFINITIONS Section 1.1 Definitions. When used in this Agreement, the following terms shall have the respective meanings specified therefor below. "2021 Audited Financial Statements" shall have the meaning given to it in Section 3.5(a). "ACC" shall have the meaning given to it in the Preamble. "Accounting Firm" shall mean KPMG LLP. "Accrued Bonuses" shall have the meaning given to it in Section 6.7(hh). "Action" shall mean any action, complaint, petition, suit, arbitration or other litigation or proceeding, whether civil or criminal, at law or in equity, by or before any Governmental Entity. "Affiliate" of any Person shall mean any Person directly or indirectly controlling, controlled by, or under common control with, such Person; provided, that, for the purposes of this definition, "control" (including, with correlative meanings, the terms "controlled by" and "under common control with"), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by Contract or otherwise. "Agreement" shall have the meaning given to it in the Preamble. "Allocation Schedule" shall have the meaning set forth in Section 6.120). "Anti -Corruption Laws" shall have the meaning set forth in Section 3.20(a). "Antitrust Laws" shall mean the Sherman Act, 15 U.S.C. §§ 1-7, as amended; the Clayton Act, 15 U.S.C. §§ 12-27, 29 U.S.C. §§ 52-53, as amended; the HSR Act; the Federal Trade Commission Act, 15 U.S.C. §§ 41-58, as amended; Article 101 and 102 of the Treaty on the Functioning of the European Union and the prohibitions contained in Chapters I and II of the Competition Act 1998 of the United Kingdom and all other applicable Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, restraint of trade, or lessening of competition through merger or acquisition. "Arbitrator" shall have the meaning given to it in Section 2.3(c)(i). "Audited Financial Statements" shall have the meaning given to it in Section 3.5(a). "Balance Sheet Date" shall have the meaning given to it in Section 3.5(a). "Barclays Guarantee" shall mean that certain Guarantee/Standby Letter of Credit, dated August 3, 2008, received by Barclays Bank PLC for the benefit of the TCEQ and for which Elementis Holdings is the applicant, as amended on August 27, 2021. "Business Day" shall mean any day except a Saturday, a Sunday or any other day on which commercial banks are required or authorized to close in New York, New York or London, United Kingdom. "Business Employee" shall mean each employee of any of the Companies or the Company Subsidiaries, and each other employee of Sellers or any of their Subsidiaries (other than the Companies and the Company Subsidiaries) who is primarily dedicated to the business of the Companies and the Company Subsidiaries. "Business Service Provider" shall mean each individual independent contractor and other non - employee service provider of any of the Companies or the Company Subsidiaries, and each other individual independent contractor or other non -employee service provider of Sellers or any of their Subsidiaries (other than the Companies and the Company Subsidiaries) who is primarily dedicated to the business of the Companies and the Company Subsidiaries. "CARES Act" shall mean the Coronavirus Aid, Relief and Economic Security Act of 2020, as amended, and the related rules and regulations promulgated thereunder. -2- "Cause" shall have the meaning given to it in Section 6.7(h). "CBA" shall have the meaning given to it in Section 6.7(i). "Cash and Cash Equivalents" shall mean, as adjusted and determined in accordance with the Methodology, the Companies' and the Company Subsidiaries' actual combined cash balances, checks, money orders, marketable securities, short-term instruments (that can be converted to cash on a daily basis), and other cash equivalents (excluding any receivables relating to the Magellan Agreement), funds in time and demand deposits or similar accounts, checks and drafts received but not yet deposited or cleared; provided, that Cash and Cash Equivalents shall be reduced by any cash in reserve accounts, escrowed cash, custodial cash and bank overdrafts. For the avoidance of doubt, Cash and Cash Equivalents shall not be reduced by (i) insurance proceeds received and recorded prior to the Closing solely to the extent that the underlying liabilities, damages and costs associated with such proceeds are captured in Indebtedness or Working Capital, (ii) checks that have been issued but remain outstanding or (iii) any Liabilities. "Closing" shall have the meaning given to it in Section 2.4(a). "Closing Balance Sheet" shall have the meaning given to it in Section 2.3(a). "Closing Cash" shall mean the aggregate amount of Cash and Cash Equivalents of the Companies and the Company Subsidiaries on a combined basis calculated, adjusted and determined in accordance with the Methodology as of 11:59 P.M. (New York City time) on the Business Day immediately prior to the Closing Date. "Closing Date" shall have the meaning given to it in Section 2.4(a). "Closing Estimate Statement" shall have the meaning given to it in Section 2.2(a). "Closing Indebtedness" shall mean, as of 11:59 P.M. (New York City time) on the Business Day immediately prior to the Closing Date, the amount outstanding of aggregate Indebtedness of the Companies and the Company Subsidiaries on a combined basis calculated, adjusted and determined in accordance with the Methodology. "Closing Performance Period" shall have the meaning given to it in Section 6.7(h). "Closing Statement" shall have the meaning given to it in Section 2.3(a). "Closing Working Capital" shall have the meaning given to it in Section 2.3(a). "Code" shall mean the United States Internal Revenue Code of 1986, as amended. "Comfort Letter" shall have the meaning given to it in Section 6.25. "Companies" shall have the meaning given to it in the Preamble. "Company" shall have the meaning given to it in the Preamble. "Company Employee Bonus Plan" shall have the meaning given to it in Section 6.7(h). "Company Employees" shall have the meaning given to it in Section 6.7(c). "Company Owned Intellectual Property" shall have the meaning given to it in Section 3.13. "Company Plans" shall have the meaning given to it in Section 3.10(a). "Company Subsidiaries" shall have the meaning given to it in Section 3.1. -3- "Company Transaction Expenses" shall mean, without duplication, all (i) transaction related bonuses, including any "single trigger" sale, retention, change of control, or similar bonuses, payments or benefits due or required to be paid to any Company Employee or Business Service Provider or former employee, individual independent contractor, or individual non -employee service provider of the Companies or any Company Subsidiary by the Companies or any Company Subsidiary, in each case, as a result of or in connection with the consummation of the transactions contemplated by this Agreement (including the employer portion of any Taxes relating to any such payments described in this clause (i)), in each case, to the extent unpaid as of the Closing, and (ii) fees, costs, and expenses (including, without limitation, fees, costs and expenses of legal counsel, accountants, service providers, investment bankers, brokers or other representatives and consultants and appraisal fees, costs and expenses) incurred and payable by any of the Companies, any Company Subsidiary (prior to and through the Closing) or any Seller (to the extent that any of the Companies or any Company Subsidiary is responsible for the payment thereof] pursuant to Section 9.1 arising from, resulting from, or in connection with the negotiation and execution of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated by this Agreement, in each case, to the extent unpaid as of the Closing; provided, that, for the avoidance of doubt, in no event shall Company Transaction Expenses include (a) payments, compensatory amounts, or other benefits (including severance or termination payments) that become due or payable to any Company Employee or Business Service Provider (x) solely as a result of an action or omission of Purchaser or one of its Affiliates after the Closing, or (y) solely as a result of the termination of such individual's employment or engagement on or prior to the Closing at the direction of Purchaser or one of its Affiliates (excluding, for the avoidance of doubt, retention or transaction bonuses that would have been payable had the relevant Company Employee or Business Service Provider remained employed or engaged through the Closing Date), (b) any Liabilities for which Sellers are indemnifying Purchaser pursuant to Section 6.7(b) hereof, (c) fees and expenses caused to be incurred by any of the Companies or any Company Subsidiary at the request of any of Purchaser and/or any of its Affiliates, (d) any fees or expenses incurred by Purchaser and/or any of its Affiliates or any of its financial advisors, attorneys, accountants, advisors, consultants or other Representatives or financing sources, regardless of whether any such fees or expenses may be paid by any of the Companies or any Company Subsidiary, (e) any fees or expenses included in the calculation of Closing Indebtedness, Estimated Closing Indebtedness, Closing Working Capital or Estimated Working Capital, and (f) any fees or expenses payable in respect of any debt or equity financing provided to Purchaser and/or any of its Affiliates in connection with the transactions contemplated by this Agreement or at any time following the Closing. "Conditions Satisfaction Date" shall have the meaning given to it in Section 2.4(a). "Confidentiality Agreement" shall have the meaning given to it in Section 6.2. "Consolidated Tax Matter" shall have the meaning given to it in Section 6.12(e). "Consolidated Tax Returns" shall mean any Returns with respect to any federal, state, provincial, local, or foreign income Taxes that are paid on an affiliated, consolidated, combined, unitary or similar basis and that include any Company or any Company Subsidiary on the one hand, and its respective Seller or any of such Sellers' Affiliates (other than the Companies and Company Subsidiaries) on the other hand. "Contract" shall mean any written legally enforceable agreement, contract or instrument including all amendments thereto. "Contracting Parties" shall have the meaning given to it in Section 9.5(a). "COVID-19" shall mean the emergence or spread of SARS-CoV-2 or COVID-19, and any evolutions, variants or mutations thereof or related or associated epidemics, pandemics or disease outbreaks. -4- "COVID-19 Measures" shall mean the actions taken in response to or as a result of applicable Law relating to COVID-19, whether in place currently or adopted or modified hereafter. "Debt Financing" shall have the meaning given to it in Section 6.15(b). "Debt Financing Sources" shall mean the Persons who have committed to provide or arrange or otherwise entered into Contracts with respect to the Debt Financing, together with their respective Affiliates and Representatives involved in the Debt Financing and their respective successors and permitted assigns of any of the foregoing. "Disputed Amounts" shall have the meaning given to it in Section 2.3(b). "Divestiture" shall have the meaning given to it in Section 6.6(d). "Downward Purchase Price Adjustment" shall have the meaning given to it in Section 2.3(d)(ii). "Due Diligence Materials" shall have the meaning given to it in Section 5.10(b). "Earned Bonus" shall have the meaning given to it in Section 6.7(h). "ECA" shall have the meaning given to it in the Preamble. "Election Forms" shall have the meaning given to it in Section 6.12(k). "Elementis Chromium" shall have the meaning given to it in the Preamble. "Elementis Global" shall have the meaning given to it in the Preamble. "Elementis Holdings" shall have the meaning given to it in the Preamble. "Elementis UK" shall have the meaning given to it in the Preamble. "Employee Benefit Plan" shall mean (A) each "employee benefit plan" (within the meaning of Section 3(3) of ERISA (whether or not subject to ERISA)), including, without limitation, (B) each other plan, program, agreement and arrangement providing for employment, consulting, service, bonus, incentive compensation, profit sharing, equity or equity -based compensation, deferred compensation, change in control benefits, termination or severance, stock purchase, pension or retirement, medical, dental, life or disability, retiree or post -termination health or welfare, fringe benefit, sick leave, vacation pay, salary continuation, employee loan or other employee benefit, (i) which are maintained, sponsored contributed to or required to be contributed by any Seller or any of such Sellers' Affiliates (including any Company and any Company Subsidiary) for the benefit of any Business Employee, Business Service Provider, or former employee, individual independent contractor, or other non -employee service provider of any Company or Company Subsidiary, or (ii) under or with respect to which any Seller or any of such Seller's Affiliates (including any Company and any Company Subsidiary) have any Liability in respect of a Business Employee, Business Service Provider or former employee, including independent contractor, or other non - employee service provider of any Company or Company Subsidiary excluding any plan, program, agreement, or arrangement that is sponsored or maintained by a Governmental Entity, or mandated by non - United States statutory Law to be sponsored or maintained by Seller or one of Sellers' Affiliates. "End Date" shall have the meaning given to it in Section 8.1(b)(ii). "Environmental Law" shall mean any applicable Law, or Order, relating to human health or safety (as it relates to exposure to Hazardous Materials), pollution or the protection of the environment or natural resources, including Laws relating to the exposure to, or Release, threatened Release, presence, manufacture, processing, distribution, use, treatment, storage, transportation or handling of Hazardous -5- Materials, and all Laws with regard to recordkeeping, notification, disclosure, reporting, permitting, registration, license and approval requirements respecting Hazardous Materials, including, but not limited to REACH and TSCA, to the extent enacted and in effect prior to the Closing Date. "Environmental Liabilities and Provisions" shall mean a provision for environmental Liabilities in the amount of $35,000,000 in the aggregate. "Environmental Permits" shall mean all Permits, including any Registrations, required under any Environmental Law that are necessary for the operation of the business of each Company and the Company Subsidiaries as currently operated. 2.2(a). "Equity Interests" shall have the meaning given to it in the Preamble. "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended. "Estimated Closing Cash" shall have the meaning given to it in Section 2.2(a). "Estimated Closing Indebtedness" shall have the meaning given to it in Section 2.2(a). "Estimated Company Transaction Expenses" shall have the meaning given to it in Section "Estimated Working Capital" shall have the meaning given to it in Section 2.2(a). "Estimated Working Capital Adjustment" shall have the meaning given to it in Section 2.2(a). "Exhibits" shall have the meaning given to it in Section 1.3. "Export Control Laws" means (a) all applicable trade, export control, import, and antiboycott laws and regulations imposed, administered, or enforced by the U.S. government, including the Arms Export Control Act (22 U.S.C. § 1778), the International Emergency Economic Powers Act (50 U.S.C. §§ 1701-1706), Section 999 of the Internal Revenue Code, the U.S. customs laws at Title 19 of the U.S. Code, the Export Control Reform Act of 2018 (50 U.S.C. §§ 48014861), the International Traffic in Arms Regulations (22 C.F.R. Parts 120-130), the Export Administration Regulations (15 C.F.R. Parts 730-774), the U.S. customs regulations at 19 C.F.R. Chapter 1, and the Foreign Trade Regulations (15 C.F.R. Part 30); and (b) all applicable trade, export control, import, and antiboycott laws and regulations imposed, administered or enforced by any other country, except to the extent inconsistent with U.S. law. "Final Purchase Price" shall have the meaning given to it in Section 2.3(d). "Financial Statements" shall have the meaning given to it in Section 3.5(a). "Fraud" shall mean, with respect to a party, actual and intentional common law fraud under Delaware law with respect to any material statement in any representation or warranty set forth in Article III, Article IV or Article V (as applicable). Under no circumstances shall "Fraud" include any equitable fraud, negligent misrepresentation, promissory fraud, unfair dealings, extra -contractual fraud or any other fraud or torts based on recklessness or negligence. "Glencore Agreement" shall mean that certain Contract No. 043.23.10102-S, dated as of November 11, 2022, by and among Elementis Chromium Inc., Glencore International AG, Glencore Operations South Africa (Pty) Ltd., and Merafe Ferrochrome Mining (Pty) Ltd. "Glencore Letter of Credit" shall mean that certain standby letter of credit issued to Elementis Chromium Inc. in connection with the Glencore Agreement. "Government Official" means: (i) any full- or part-time officer or employee of any Governmental Entity, whether elected or appointed; (ii) any person acting in an official capacity or exercising a public function for or on behalf of any Governmental Entity; (iii) any political parties, political party officials, or candidates for political office; or (iv) any employee of any state-owned or state-controlled enterprise. "Governmental Entity" shall mean any domestic or foreign federal, state, municipal, or local government or court, arbitral tribunal, administrative agency or commission or other governmental or regulatory agency or authority (or any department, instrumentality, body or commission, self -regulatory organization or other political subdivision of any of the foregoing) or any securities exchange. "Guaranteed Purchaser Obligation" shall have the meaning set forth in Section 9.17(a). "Hazardous Material" shall mean (i) any petroleum or petroleum products (including petroleum byproducts and their derivatives), radioactive materials, radon, asbestos, lead -based paint, urea formaldehyde, polychlorinated biphenyls or PFAS Substances; (ii) materials, substances, wastes, chemicals, compounds, mixtures, products, byproducts, or biological agents that now are defined, characterized as, regulated or included in the definition of "hazardous substances," "hazardous materials," "hazardous wastes", "extremely hazardous wastes," "restricted hazardous wastes," "special waste," "toxic substances," "pollutants," "contaminants," "toxic," "corrosive," "flammable," "reactive," "radioactive," or words of similar regulatory meaning and effect under any applicable Environmental Law or (iii) any other chemical, material or substance that is regulated or for which liability is imposed under any Environmental Law due to its dangerous or deleterious properties. "HSR Act" shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder. "IFRS" shall mean the international financial reporting standards issued by the International Accounting Standards Board as of the date hereof (or, as used in Section 3.53 with respect to any Financial Statements, as in effect as of the date such Financial Statements were prepared). "Income Tax Liability Amount" shall mean (i) all income Taxes attributable to Pre -Closing Periods (as determined in accordance with Section 6.12(d) for any Overlap Period) payable by the Companies or the Company Subsidiaries that to the Knowledge of Sellers are unpaid as of the Closing (including unpaid income Taxes in respect of the settlement of intercompany accounts pursuant to Section 6.4 c , which shall be calculated on an entity -by -entity basis and a jurisdiction -by -jurisdiction basis, and shall not in any event be in an amount less than zero in any jurisdiction or for any particular Tax and (ii) any deferred tax liabilities or deferred tax assets, provided that for purposes of calculating any such liability for income Taxes: (a) to the extent permitted under applicable Law, such liability for income Taxes shall be calculated in accordance with the past practice (including reporting positions, elections and accounting methods) of the Companies and the Companies Subsidiaries in preparing Returns for income Taxes, (b) to the maximum extent permitted under applicable Law, such amount shall be determined by taking into account in the Pre -Closing Period any Transaction Tax Deductions, (c) such amount shall be reduced by the amount of any income Tax refunds or overpayments of income Taxes to which the Companies or any Company Subsidiaries are entitled with respect to a Pre -Closing Period, (d) any income Taxes attributable to transactions outside the ordinary course of business on the Closing Date after the time of the Closing that are not contemplated by this Agreement shall be excluded, and (e) any Liabilities for contingent income taxes or with respect to uncertain income Tax positions shall be excluded. The Income Tax Liability Amount shall exclude any income Taxes that will not be payable by the Companies or the Company Subsidiaries because such income Taxes will be reflected on a Consolidated Tax Return of which no Company or Company Subsidiary is the parent of the group filing such Consolidated Tax Return. "Indebtedness" shall mean, at any specified time, as adjusted and determined in accordance with the Methodology, any of the following indebtedness of any Person (whether or not contingent and -7- including, without limitation, any and all principal, accrued and unpaid interest, prepayment premiums or penalties, related expenses, commitment and other fees, reimbursements, indemnities and other amounts which would be payable in connection therewith): (a) any obligations of such Person for borrowed money, indebtedness issued or incurred in substitution or exchange for indebtedness for borrowed money or in respect of loans or advances (whether or not evidenced by bonds, debentures, notes or other similar instruments or debt securities), including, for the avoidance of doubt, the Parent Loan; (b) indebtedness evidenced by any note, bond, debenture, mortgage or other similar instruments or debt securities (including any guarantee with respect to the indebtedness of a type described in clauses (a) or (b)); (c) fees payable upon termination or repayment of, and any accrued and unpaid interest owing by such Person with respect to any indebtedness of a type described in clauses (a) or (b); (d) all liabilities of such Person under or in connection with banker's acceptances or letters of credit, performance bonds, sureties or similar obligations (solely to the extent drawn); (e) the amount of any payroll Taxes of the Companies or any of Company Subsidiaries relating to payments occurring prior to the Closing that were deferred under the CARES Act and remain unpaid as of such time; (f) all accrued and unpaid obligations of the Companies and any Company Subsidiary for severance owed to former employees or other service providers of the Companies or any Company Subsidiary whose employment was terminated prior to the Closing, together with the employer portion of any applicable employment Taxes related to such severance; (g) as it relates to the Companies and the Company Subsidiaries, if the Companies and the Company Subsidiaries have not incurred capital expenditures in the amount of $12,286,000 between January 1, 2022 and December 31, 2022, Indebtedness shall include an amount equal to $12,286,000 less the amount of capital expenditures actually incurred during such period; (h) the Accrued Bonuses and all unfunded or underfunded liabilities with respect to any defined benefit pension plan or retirement or other post -employment benefit that is a Company Plan (net of plan assets in respect of any such plan; provided, however, that in the event plan assets exceed plan liabilities in respect of any such plan, neither the assets nor liabilities of such plan shall be taken into account as Indebtedness), together with the employer portion of any applicable employment Taxes related to such payments; (i) any obligations of such Person as lessee under any lease or similar arrangement required to be recorded as a finance lease in accordance with IFRS (excluding the lease obligations or arrangement in effect as of June 30, 2022 or any renewals thereof); 0) any obligations of such Person to pay the deferred purchase price of property, goods or services other than those trade payables incurred in the ordinary course of business; (k) all obligations of such Person with respect to vendor advances or any other advances made to such person; (1) any liability guaranteed or secured by any Lien on the assets of such Person; (m) with respect to the Companies or any Company Subsidiary, the net amount of any obligation or Liability of the Companies or any Company Subsidiary to any Seller or Affiliate of any Seller (other than any of the Companies or Company Subsidiaries, and, except for compensation payable to any such Seller in the ordinary course of business for such Seller's services as an employee of the Companies or any Company Subsidiary); (n) the Income Tax Liability Amount; (o) amounts related to the net present value of all future right of first refusal payments to Martin Marietta Corporation; (p) checks that have been issued but remain outstanding; (q) property taxes generated under the ownership of Sellers during the Pre -Closing Period (as determined in accordance with Section 6.12(d)) that are unpaid as of the Closing Date; (r) any Liability associated with any litigation to which any Company or Company Subsidiary is a party solely to the extent it constitutes a "liability" under International Accounting Standard 37, other than any such litigation relating to Environmental Law or Hazardous Materials; (s) any termination, break- up or other change of control fees incurred under any Contract of the Companies and the Company Subsidiaries upon the Closing solely to the extent expressly required to be paid pursuant to the terms of the applicable Contract; (t) any penalties resulting from the failure to fulfill the volume requirements of customer Contracts, including but not limited to the Arch Agreement (as defined in the Disclosure Schedules); and (u) Environmental Liabilities and Provisions; provided, that Indebtedness shall not include deferred revenues, cash from customer deposits, any receivables related to the Magellan Agreement, unclaimed property, undrawn letters of credit, the endorsement of negotiable instruments for collection, any lease or similar arrangement required to be recorded as a finance lease in accordance with IFRS in effect as of June 30, 2022 or any renewals thereof, any item taken into account in calculating Working Capital or Company Transaction Expenses, any checks that have been issued but remain outstanding, any fees and expenses to be incurred from and after the Closing Date to the extent incurred by or at the direction of Purchaser, or any other liabilities or obligations to be incurred from and after the Closing Date by or on behalf of Purchaser in connection with the transactions contemplated hereby. "Indemnified Persons" shall have the meaning given to it in Section 6.8(a). "Initial Purchase Price" shall mean an amount equal to (a) $170,000,000, (b) minus the Estimated Closing Indebtedness, (c) plus the Estimated Closing Cash, (d) minus the Estimated Company Transaction Expenses, and (e) plus the Estimated Working Capital Adjustment (which may be expressed as a negative number). "Insurance Policies" shall have the meaning given to it in Section 3.19. "Intellectual Property" shall mean any of the following: (a) patents and patent applications, (b) registered and unregistered trademarks and service marks, including pending registrations and applications thereof, and all goodwill arising from the foregoing, (c) registered and unregistered copyrights, including applications and registrations thereof, (d) Internet domain names, and (e) trade secrets. "IRS" shall mean the United States Internal Revenue Service. "Knowledge of Sellers" shall have the meaning given to it in Section 1.4. "Law" shall mean any statute, law, ordinance, treaty, code, policy, order, injunction, decree, ruling, rule, regulation, administrative or judicial doctrine or Order or other binding directive of any Governmental Entity and any judicial interpretations thereof. "Leased Real Property" shall have the meaning given to it in Section 3.16(b). "Leave Employee" shall have the meaning given to it in Section 6.7(a). "Liabilities" shall mean any and all debts, liabilities and obligations, whether accrued or fixed, known or unknown, absolute or contingent, matured or unmatured or determined or determinable. "Liens" shall mean any lien, security interest, mortgage, deed of trust, lease, license, encroachment, title defect, conditional sales agreement or title retention agreement or lease in the nature thereof, option, right of first offer, right of first refusal, zoning, entitlement, building and other land use regulations encumbrance, easement, right of way or charge of any kind. "LLP Interests" shall have the meaning given to it in the Preamble. "Magellan" shall mean Magellan Terminals Holdings, L.P. "Magellan Agreement" shall mean that certain Agreement Regarding Pipeline and Surface Easements, dated September 29, 2015, by and between ACC and Magellan Terminals Holdings, L.P. "Martin Marietta Agreement" shall mean that certain Right of First Refusal Agreement, dated as of December 13, 1991, by and between Martin Marietta Corporation and Elementis Chromium Inc. (as assignee of Elementis Holdings, which was successor to and assignee of Occidental Chemical Corporation). "Material Adverse Effect" shall mean any change, event, occurrence, fact, condition or effect that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to the business, results of operations, condition (financial or otherwise), prospects or assets of the Companies and the Company Subsidiaries; provided, however, that changes, events, occurrences, facts, conditions or effects relating to any of the following shall not constitute or be deemed to contribute to a "Material Adverse WE Effect" and otherwise shall not be considered in determining whether a "Material Adverse Effect" has occurred or would be reasonably likely to occur: (a) changes in general economic or political conditions or the financing, banking, currency or capital markets in general in the United States or any other country or region in the world; (b) changes in applicable Laws, Orders or IFRS or interpretations thereof; (c) conditions generally affecting the industries in which any Company or any Company Subsidiary operate; (d) the announcement of this Agreement or the transactions contemplated hereby; (e) any action required by this Agreement or any action taken at the request of Purchaser or its Affiliates; (f) conduct by any Company or any Company Subsidiary (i) not prohibited under Section 6.4 or (ii) prohibited under Section 6_4 for which Purchaser gave its prior written consent; (g) any natural disaster or any acts of terrorism, cyberterrorism, sabotage, military action, armed hostilities, war (whether or not declared), protests, riots or any economic, trade or other sanctions or restrictions enacted or adopted by any Governmental Entity in connection therewith, or the escalation or worsening thereof; (h) any social or public health conditions, including any pandemic, epidemic, disease outbreak or other public health emergency (including, for the avoidance of doubt, the COVID-19 pandemic); (i) any COVID-19 Measures; 0) any action requested or required to be taken by any Governmental Entity or required to be taken under any Law or Order by which any Company or any Company Subsidiary (or any of their respective properties) is bound; (k) the application of applicable Laws (including any Action or judgment arising under applicable Laws) to the transactions contemplated by this Agreement; (1) any failure, in and of itself, by any Company and any of the Company Subsidiaries to meet any internal projections or forecasts (as distinguished from any change or effect giving rise or contributing to such failure); or (m) seasonal changes in the results of operations of any Company or any Company Subsidiary; provided that in the case of the foregoing clauses (a), fhl, Lc) and W, if such change, event, occurrence, fact, condition or effect disproportionately affects the Companies and the Company Subsidiaries as compared to other Persons or businesses that operate in the industries in which the Companies and the Company Subsidiaries operate, then such clauses a (b1, LCI and (0 may be taken into account in determining whether a Material Adverse Effect has occurred or could be reasonably expected to occur solely to the extent of such disproportionate effect. "Material Contract" shall have the meaning given to it in Section 3.14(a). "Material Customer" shall have the meaning given to it in Section 3.17. "Material Supplier" shall have the meaning given to it in Section 3.17. "Methodology" shall mean (a) on a basis consistent with the accounting methods, practices, principles, policies, and procedures, with consistent classifications, conventions, definitions, assumptions, techniques, elections, inclusions, exclusions, judgments and valuation and estimation methodologies (including with respect to the nature of accounts, levels of reserves, and levels of accruals) used in preparation of the Unaudited Financial Statements, (b) to the extent not specified by or not inconsistent with clause (a), the calculations, methodologies, policies, procedures and illustrative calculations set forth on Schedule 1.1(a) and (c) to the extent not specified by or not inconsistent with clauses (a) and (b), IFRS; provided, that in the event of a conflict between the foregoing clauses (a), (b) and/or (c), clause (a) shall control, and in the event of a conflict between the foregoing clauses (b) and (c), clause (b) shall control. "Nonparty Affiliates" shall have the meaning given to it in Section 9.5(a). "Non -US Business Employee Hire Date" shall have the meaning give to it in Section 6.7(b). "Non -US Business EmMovee Offer" shall have the meaning give to it in Section 6.7(b). "Notice of Objection" shall have the meaning given to it in Section 2.3(b). "OCC" shall mean Occidental Chemical Corporation. -10- "OCC APA" shall mean that certain Asset Purchase Agreement, dated October 10, 2002, by and between OCC and Elementis Holdings. "OCC Assignment Agreement" shall mean that certain Assignment and Assumption Agreement, dated as of November 8, 2002, by and between Elementis Holdings and Elementis Chromium Inc. (as successor to Elementis Chromium Acquisition LP). "OCC Termination Notice" shall mean that certain letter, dated September 29, 2022, re: Occurrence of Termination Event — Quarry License Agreement (2002), as Amended (2004), Castle Hayne Plant, Quarry Section 2, from OCC to Elementis Chromium Acquisition LP and Elementis Inc. "OFAC" shall mean the Office of Foreign Assets Control of the U.S. Department of the Treasury. "Order" shall mean any judgment, order, injunction, decree, writ, permit or license of any Governmental Entity or any arbitrator. "Overlap Period" shall mean any taxable year or other taxable period beginning on or before, and ending after, the Closing Date. "Owned Real Property" shall have the meaning given to it in Section 3.16(a). "Parent Loan" shall mean that certain Note Due October 31, 2020, dated November 1, 2012, issued by Elementis Chromium Inc. in favor of Elementis Holdings, as amended by that certain First Amendment to Note Due October 31, 2020, dated December 18, 2018, and that certain Section Amendment to Note Due October 31, 2020, dated October 28, 2020. "Parent Debt Amount" shall mean the total amount of Indebtedness accrued and outstanding as of the Closing Date under the Parent Loan. "Payment Direction Letter" shall have the meaning given to it in Section 6.19. "Permits" shall have the meaning given to it in Section 3.8. "Permitted Liens" shall mean (a) statutory Liens or other Liens arising by operation of Law securing payments not yet due or which are being contested in good faith, including Liens of warehousemen, mechanics, suppliers, materialmen and repairmen, (b) Liens (i) for Taxes not yet due and payable, (ii) for current Taxes that may thereafter be paid without penalty or (iii) for Taxes which are being contested in good faith, listed in Schedule 3.12(e)(iii) and for which adequate reserves are maintained in accordance with MRS, (c) with respect to the real property listed in Schedule 3.16(a) or Schedule 3.16(b), (i) easements, rights of way, servitudes, licenses, surface leases, ground leases, municipal agreements, railway siding agreements and other similar rights, (ii) conditions, covenants or other similar restrictions, (iii) easements for streets, alleys, highways, telephone lines, gas pipelines, power lines, railways and any other easements and rights of way of public record on, over or in respect of any such real property, (iv) statutory liens in favor of the lessors of any leased real property or encumbering the interests of the lessors in any such leased real property, (v) all matters which would be reflected on current title reports/commitments, and (vi) encroachments and other matters that would be shown in an accurate survey or physical inspection of such real property, in each case which do not (A) secure indebtedness (other than indebtedness to be satisfied at or prior to Closing), and (B) materially impair the use, occupancy or value of the real property to which they relate, (d) zoning, entitlement, building and other land use regulations imposed by Governmental Entities having jurisdiction over any real property owned or leased by any Company or any Company Subsidiary which are not violated, (e) Liens created by licenses granted in the ordinary course of business in any Intellectual Property, software, hardware or other technology, (f) Liens incurred or deposits made in connection with workers' compensation, unemployment insurance or other types of social security, (g) purchase money Liens and Liens securing rental payments under capital or -11- operating lease arrangements, (h) Liens that are disclosed in the Financial Statements, (i) any other Liens, which do not, individually or in the aggregate, materially detract from the value of, or materially impair the use or operation of, any personal property of any Company or any of the Company Subsidiaries to which they relate as currently used or operated, 0) any other Liens not described in clauses (a) through (i) above created by this Agreement or connected with the transactions contemplated hereby or by the actions of Purchaser or any of its Affiliates, and (k) Liens set forth in Schedule 1.1(b). "Person" shall mean and include an individual, a partnership, a limited liability partnership, a joint venture, a corporation, a limited liability company, a trust, an unincorporated organization, a group and a Governmental Entity. "PFAS Substances" shall mean any perfluoroalkyl, polyfluoroalkyl, or perfluorooctanoic substance, perfluorooctanoic acid, hexafluoropropylene oxide dimer acid including, but not limited to, any substance with at least one fully fluorinated carbon atom or any other substance colloquially referred to as "PFAS," "PFOA," "PFOS" and/or "GenX," and including, in each case, any acids, salts, precursors, degradation products or derivatives thereof. "Potential Bonus Recipient" shall have the meaning given to it in Section 6.7(h). "Pre -Closing Period" shall mean all taxable years or other taxable period ending on or prior to the Closing Date and the portion of any Overlap Period ending on and including the Closing Date. "Products" shall have the meaning given to it in Section 3.18. "Purchase Price Adiustment" shall have the meaning given to it in Section 2.3(d). "Purchaser" shall have the meaning given to it in the Preamble. "Purchaser 401M Plan" shall have the meaning given to it in Section 6.7(e). "Purchaser FSA Plan" shall have the meaning given to it in Section 6.7(g). "Purchaser Guarantor" shall have the meaning set forth in the Preamble. "Purchaser Plans" shall have the meaning given to it in Section 6.7(d). "Purchaser's Proposed Calculations" shall have the meaning given to it in Section 2.3(a). "Purchaser Related Parties" shall have the meaning given to it in Section 9.5(b). "Ouarry License Agreement" shall mean that certain Quarry License Agreement, dated December 6, 2002, by and between Elementis Chromium Inc., as successor to Elementis Chromium Acquisition LP, and OCC, as amended by that certain letter agreement, dated June 18, 2004, by and between OCC and Elementis Chromium LP, as predecessor to Elementis Chromium Inc. "R&W Insurance Policy" shall have the meaning given to it in Section 6.18. "Rail Spur Agreements" shall have the meaning given to it in Section 3.16(d). "Rail Spur Property" shall have the meaning given to it in Section 3.16(d). "REACH" shall mean Regulation (EC) No. 1907/2006 of the European Parliament and of the Council of 18 December 2006 concerning the Registration, Evaluation, Authorization and Restriction of Chemicals, O.J. 2006 L 396/1, as amended from time to time. "Real Property Leases" shall have the meaning given to it in Section 3.16(b). -12- "Registration Data" shall mean all studies, data, raw data, reports, reviews or information, in paper, electronic or other format, submitted to, or generated but not submitted to, or received from, a Governmental Entity or a third party consultant, with the aim to apply for, obtain, extend or maintain a Registration or an MRL/tolerance, including any internal or external correspondence regarding a Registration or an MRL/tolerance, technical information on the product's chemistry and manufacture, toxicology, metabolism and toxicokinetics, residues, biological efficacy, field studies, occupational health and safety and environmental effects, including any GLP Data, biological data and local data, regulatory defense strategy documents, modelling, risk assessments, public interest or other benefits documents, as well as any rights for data compensation under applicable Law. "Registrations" shall mean all registrations, consents, approvals, licenses or other authorizations required by applicable Law and/or by any Governmental Entity which permit the manufacture, import, processing, use, distribution, transport, sale or release of a product, including without limitation any Hazardous Material or any product containing one or more Hazardous Materials. "Release" or "Released" shall mean any spilling, emitting, emptying, leaking, dumping, injecting, escaping, pumping, pouring, disposing, discharging or leaching into or through the environment. "Representatives" of any Person shall mean such Person's partners, directors, managers, officers, employees, agents, attorneys, consultants, advisors or other representatives. "Restricted Business" shall mean the business of manufacturing chromium chemicals and chromium compounds. "Restricted Period" shall have the meaning given to it in Section 6.3(a). "Return" shall mean any return, declaration, report, claim for refund, applications, notifications, computations, accounts, supplies of information, registrations, assessments or information return or statement of any kind relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, filed or required to be filed with any Taxing Authority. "Revised Statement" shall have the meaning given to it in Section 2.2(a). "Sanctioned Country" shall mean, at any time, any country or territory that is the subject or target of comprehensive Sanctions (currently including Cuba, Iran, North Korea, Syria and the Crimea region of Ukraine, the so-called Donetsk People's Republic, and the so-called Luhansk People's Republic). "Sanctioned Person" shall mean any Person that is the target of Sanctions, including (a) any Person listed in any Sanctions -related list of designated Persons maintained by OFAC or the U.S. Department of State, the United Nations Security Council, the European Union, any Member State of the European Union, or the United Kingdom; (b) any Person operating, organized, or resident in a Sanctioned Country; (c) the government of a Sanctioned Country or the Government of Venezuela; or (d) any Person 50% or more owned or controlled by any such Person or Persons. "Sanctions" shall mean economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by OFAC or the U.S. Department of State, or (b) the United Nations Security Council, the European Union, any European Union member state or the United Kingdom. "Schedules" shall have the meaning given to it in Section 1.3. "Section 338(h)(10) Election" has the meaning set forth in Section 6.12(k). -13- "Securities Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. "Seller Plan Liabilities" shall have the meaning given to it in Section 6.7(f). "Seller Plans" shall have the meaning given to it in Section 3.10(a). "Sellers" shall have the meaning given to it in the Preamble. "Sellers' 401(k) Plan" shall have the meaning given to it in Section 6.7(e). "Sellers' FSA Plan" shall have the meaning given to it in Section 6.7(a). "Sellers' Parent" shall have the meaning given to it in the Preamble. "Sellers' Releasee" shall have the meaning given to it in Section 9.5(b). "Solvent" shall mean, with respect to any Person, that (a) the property of such Person, at a present fair saleable valuation, exceeds the sum of its debts (including contingent and unliquidated debts); (b) the present fair saleable value of the property of such Person exceeds the amount that will be required to pay such Person's probable Liability on its existing debts as they become absolute and matured; (c) such Person has adequate capital to carry on its business; and (d) such Person does not intend or believe it will incur debts beyond its ability to pay as such debts mature. In computing the amount of contingent or unliquidated Liabilities at any time, such Liabilities will be computed at the amount which, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become actual or matured Liabilities. For purposes of this definition, having "adequate capital to carry on its business" and not having incurred debts "beyond its ability to pay as such debt mature" shall mean that such Persons will be able to generate enough cash from operations, asset dispositions or refinancing, or a combination thereof, to meet their obligations as they become absolute and matured. "Specified Contracts" shall have the meaning given to it in Section 6.5(b). "Subsidiary", with respect to any Person, shall mean (a) any corporation more than fifty percent (50%) of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is owned by such Person directly or indirectly through one or more subsidiaries of such Person and (b) any limited liability company, partnership, association, joint venture or other entity in which such Person directly or indirectly through one or more subsidiaries of such Person has more than fifty percent (50%) of the outstanding voting securities or other voting equity interest, the holder of which is generally entitled to elect a majority of the board of managers or other governing body of such legal entity. "Taiwan Business Employee" shall mean the Business Employee located in Taiwan. "Taiwan Entity" shall mean a Taiwan legal entity or branch office, or labor dispatch agency, for the purpose of Taiwanese Law, which may legally employ the Taiwan Business Employee. "Target Working Capital" shall mean $55,000,000. "Tax" or "Taxes" shall mean any and all foreign, United States federal, state, provincial, local, and other taxes, levies, fees, imposts, duties, and similar governmental charges (including any interest, fines, assessments, penalties or additions to tax imposed in connection therewith or with respect thereto) including those imposed on, measured by, or computed with respect to income, franchise, profits or gross receipts, alternative or add -on minimum, margin, ad valorem, value added, capital gains, sales, goods and services, use, real or personal property, escheat or unclaimed property taxes (or similar), environmental, capital stock, -14- license, branch, payroll, estimated, withholding, employment, social security (or similar), insurance, disability, workers compensation, unemployment, compensation, utility, severance, production, excise, stamp, occupation, premium, windfall profits, transfer and gains taxes, registrations, net worth, and customs duties, whether disputed or not. "Tax Matter" shall have the meaning given to it in Section 6.12(fl. "Taxing Authority" shall mean any Governmental Entity having authority with respect to Taxes. "TCE " shall mean the Texas Commission on Environmental Quality. "TCEQ Permit" shall mean the Permit for Industrial Solid Waste Management Site (Hazardous Waste Permit No. 50370 EPA ID. No. TXD000729160 ISWR No. 61027), issued on March 18, 2021, by the TCEQ to Elementis LTP Inc. "Termination Payment" shall mean an amount equal to $10,000,000. "Territory" shall mean the states of Texas, North Carolina, Wisconsin and Nebraska. "Transaction Tax Deductions" shall mean all items of loss or deduction for applicable income Tax purposes resulting from or attributable to items included in the calculation of Closing Working Capital, Closing Indebtedness or Company Transaction Expenses, which shall also be determined by applying the safe harbor election set forth in Internal Revenue Service Revenue Procedure 2011-29 (or corresponding state or local election) with respect to any "success based fees" incurred in connection with the transactions contemplated hereby. "Transfer Taxes" shall have the meaning given to it in Section 6.12(g). "Transitional Trademark License Agreement" shall mean that certain transitional trademark license agreement to be negotiated in good faith and mutually agreed upon by Sellers and Purchaser after the date hereof. "Transition Services Agreement" shall mean that certain transition services agreement to be negotiated in good faith and mutually agreed upon by Sellers and Purchaser after the date hereof.. "Treasury Regulations" shall mean the Treasury Regulations promulgated pursuant to the Code, as amended from time to time. "TSA Period" shall have the meaning given to it in Section 6.7(b). "TSCA" shall mean the Toxic Substance Control Act of 1976, 15 U.S.C. §§ 2601 et seq., as amended from time to time. "UK Business Employee" shall mean the Business Employee located in the United Kingdom. "US Business Employee" shall mean a Business Employee located in the United States. "Unaudited Financial Statements" shall have the meaning given to it in Section 3.5(a). "Upward Purchase Price Adjustment" shall have the meaning given to it in Section 2.3(d)(i). "VAT" shall mean value added tax as defined in the UK Value Added Tax Act 1994. "VATA" shall mean the UK Value Added Tax Act 1994. "WARN Act" shall have the meaning given to it in Section 6.14. -15- "W&C" shall have the meaning given to it in Section 6.11. "Working Capital" shall mean the combined current assets of the Companies and the Company Subsidiaries, including credit card receivables, customer advances, cash security deposits and other cash collateral posted with vendors, landlords, and other parties (excluding (a) Cash and Cash Equivalents and (b) intercompany receivables, provided, however, that any trade receivables arising from sales actually made or services actually performed, whether or not such trade receivables are intercompany receivables, shall be included as current assets) less the combined current liabilities of the Companies and the Company Subsidiaries (including checks that have been issued but remain outstanding, non -income Tax liabilities (other than amounts of or in respect of the Commercial Activity Tax in Ohio that will be reflected on a Consolidated Tax Return and paid by Sellers or its Affiliates (other than the Companies and the Company Subsidiaries), property taxes generated under the ownership of Sellers during the Pre -Closing Period (as determined in accordance with Section 6.12(d)) and intercompany payables), in each case, as adjusted and determined in accordance with the Methodology. Working Capital shall not include (A) any income Tax assets or liabilities, (B) deferred Tax assets or liabilities (C) any other liabilities to the extent included in the calculation of Closing Indebtedness, (D) the Company Transaction Expenses, (E) accruals based on unusual legal fees, (F) restructuring related payables, (G) factoring related receivables and payables; including any intercompany balances related to the Specialties division; (H) prepaid capital expenditures which have been capitalized; (I) any receivables related to the Magellan Agreement; and (J) miscellaneous receivables and accrued liabilities of Elementis UK. "Working Capital Adiustment" shall have the meaning given to it in Section 2.3(a). Section 1.2 Construction. In this Agreement, unless the context otherwise requires: (a) references in this Agreement to "writing" or comparable expressions include a reference to electronic transmission or comparable means of communication (including electronic mail); provided, that the sender complies with Section 9.3; (b) the phrases "delivered" or "made available", when used in this Agreement, shall mean that the information referred to has been physically or electronically delivered to the relevant parties (including, in the case of "made available" to Purchaser, material that has been posted, retained and thereby made available to Purchaser at least one (1) Business Day prior to the date hereof through the on-line "virtual data room" established by Sellers and/or their Representatives); (c) words expressed in the singular number shall include the plural and vice versa; words expressed in the masculine shall include the feminine and neuter gender and vice versa; (d) references to Articles, Sections, Exhibits, Schedules, the Preamble and Recitals are references to articles, sections, exhibits, schedules, the preamble and recitals of this Agreement; (e) the descriptive headings of the Articles, Sections, Exhibits and Schedules of this Agreement are inserted for convenience only, do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement; (f) references to "day" or "days" are to calendar days and whenever any action must be taken under this Agreement on or by a day that is not a Business Day, then that action may be validly taken on or by the next day that is a Business Day; (g) references to "the date hereof' shall mean as of the date of this Agreement; (h) the words "hereof', "herein", "hereto" and "hereunder", and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any provision of this Agreement unless expressly so provided; - 16- (i) this "Agreement" or any other agreement or document shall be construed as a reference to this Agreement or, as the case may be, such other agreement or document as the same may have been, or may from time to time be, amended, varied, novated or supplemented; 0) "include", "includes", and "including" are deemed to be followed by "without limitation" whether or not they are in fact followed by such words or words of similar import; (k) references to any Governmental Entity or Law shall mean and include any successor or replacement Govermnental Entity or Law to the referenced one; (1) references to "Dollars", "dollars" or ' $" without more are to the lawful currency of the United States of America and all payments hereunder shall be made in United States dollars; and (m) the words "ordinary course of business" means the ordinary course of business consistent with past custom and practice, including as to frequency and amount. Section 1.3 Exhibits and Schedules. The exhibits (the "Exhibits") and the schedules (the "Schedules") to this Agreement are incorporated into and form an integral part of this Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. If an Exhibit is a form of agreement, such agreement, when executed and delivered by the parties thereto, shall constitute a document independent of this Agreement. Section 1.4 Knowledge. When any representation, warranty, covenant or agreement contained in this Agreement is expressly qualified by reference to the "Knowledge of Sellers" or words of similar import, it shall mean the actual knowledge after reasonable inquiry of Eric Waldmann, Ralph Hewins, Paul Waterman, Frank Salinas, Jeremy Hall, Frank Murphy, Matt Hamburg, Ana Martin and Aaron Dine. ARTICLE II THE CLOSING Section 2.1 Sale and Purchase of the Equity Interests. On the terms and subject to the conditions set forth in this Agreement, each Seller shall sell, assign, transfer and deliver to Purchaser at the Closing the applicable Equity Interests owned by such Seller, and Purchaser shall purchase, acquire and accept from Sellers on the Closing Date, the Equity Interests free and clear of all Liens other than Liens created or imposed by Purchaser or under applicable securities Laws. Section 2.2 Initial Purchase Price; Delivery of Funds; Payment of Indebtedness and Company Transaction Expenses. (a) Closing Estimate Statement. At least two (2) Business Days (but no more than five (5) Business Days) prior to the Closing Date, Sellers shall prepare in good faith and deliver to Purchaser a statement (the "Closing Estimate Statement") setting forth (i) the Companies' estimate of the amount of Closing Indebtedness (the "Estimated Closing Indebtedness"), (ii) the Companies' estimate of the amount of Closing Cash (the "Estimated Closing Cash"), (iii) the Companies' calculation of the Company Transaction Expenses as of the Closing Date that will not otherwise be paid by any of the Companies or any Company Subsidiary prior to the Closing and that is not otherwise deducted from the Initial Purchase Price or included in the calculation of Estimated Working Capital (the "Estimated Company Transaction Expenses'), (iv) the Companies' calculation of the Working Capital as of 11:59 P.M. (New York City time) on the Business Day immediately prior to the Closing Date (the "Estimated Working Capital'), (v) the amount (which may be expressed as a negative number) equal to the Estimated Working Capital minus the Target Working Capital (the "Estimated Working Capital Adiustment") and (vi) a calculation of the Initial Purchase Price based on the amounts set forth in the Closing Estimate Statement, which Closing 17- Estimate Statement shall quantify in reasonable detail the items constituting such Estimated Closing Indebtedness, such Estimated Closing Cash, such Estimated Company Transaction Expenses, such Estimated Working Capital and such Estimated Working Capital Adjustment, if any, and in each case calculated in accordance with the terms of this Agreement; provided, that Sellers may elect to deliver a revised Closing Estimate Statement (a "Revised Statement") as promptly as practical after the Closing Date, and in any event not later than forty-five (45) days following the Closing Date, in which case such Revised Statement shall be deemed to replace the Closing Estimate Statement delivered by Sellers prior to the Closing solely in the event that Purchaser does not deliver a Closing Balance Sheet and Closing Statement pursuant to Section 2.3(a); provided, further, that, for the avoidance of doubt, the Initial Purchase Price for purposes of Section 2.3(d) shall not be determined based on the Revised Statement and shall instead be determined based on the Closing Estimate Statement delivered prior to the Closing. (b) Payment to Sellers. On the Closing Date, Purchaser shall (i) pay to Sellers the Initial Purchase Price by wire transfer of immediately available funds to the account(s) of Sellers, such account(s) to be notified by Sellers in writing to Purchaser at least two (2) Business Days prior to the Closing Date; rop vided, that any delay in the delivery of such wire instructions shall be without prejudice to Sellers' right to receive such amounts, which, in the event of such delay, shall promptly be paid upon receipt of such account notification and (ii) deliver to Elementis Holdings an amount equal to the Parent Debt Amount in full satisfaction and discharge of the Parent Loan. (c) Payment of Company Transaction Expenses. On the Closing Date, Purchaser shall pay or cause to be paid, on behalf of the Companies and the Company Subsidiaries, all Company Transaction Expenses required to be paid at Closing and set forth in the Closing Estimate Statement, in each case by wire transfer of immediately available funds pursuant to written instructions provided to Purchaser by Sellers concurrently with the delivery of the Closing Estimate Statement. Section 2.3 Determination of Purchase Price Adjustment. (a) As promptly as practical after the Closing Date, and in any event not later than ninety (90) days following the Closing Date, Purchaser shall prepare and deliver, or cause to be prepared and delivered, to Sellers (i) an unaudited combined balance sheet of the Companies and the Company Subsidiaries as of 11:59 P.M. (New York City time) on the Business Day immediately prior to the Closing Date (the "Closing Balance Sheet"), and (ii) a statement (the "Closing Statement") setting forth Purchaser's good faith calculations (the "Purchaser's Proposed Calculations") for each of (A) the amount of the Closing Indebtedness, (B) the amount of any Company Transaction Expenses not otherwise paid prior to the Closing, deducted from the Initial Purchase Price or included in the calculation of the Closing Working Capital, (C) the amount of the Closing Cash, (D) the Working Capital as of 11:59 P.M. (New York City time) on the Business Day immediately prior to the Closing Date (the "Closing Working Capital'), (E) the amount (which may be expressed as a negative number) equal to the Closing Working Capital minus the Target Working Capital (the "Working Capital Adjustment") and (F) a recalculation of the Initial Purchase Price in accordance with this Agreement based on such amounts. The Closing Balance Sheet and Purchaser's Proposed Calculations shall be prepared in good faith and in accordance with this Agreement. For the avoidance of doubt, each of Purchaser and Sellers shall, and Purchaser shall cause the Companies and Company Subsidiaries to, close their respective accounting books relating to the businesses of the Companies and Company Subsidiaries promptly following the Closing. From the Closing until the determination of the Final Purchase Price in accordance with this Section 2.1 Purchaser shall provide Sellers and their Representatives with reasonable access, during normal business hours and upon reasonable request, to the Companies' and Company Subsidiaries' auditors and accounting and other personnel who were responsible for the preparation of the Closing Balance Sheet and Closing Statement to respond to questions relating to the preparation of such items and the calculations therein, and to the financial books and records of the Companies, Company Subsidiaries and any other document or information reasonably requested by Sellers or their Representatives (including the workpapers of the -18- Companies' and/or Company Subsidiaries' auditors related to Purchaser's Proposed Calculations), in each case solely to allow Sellers and their Representatives to verify the accuracy of Purchaser's Proposed Calculations. If Purchaser does not deliver the Closing Balance Sheet and Closing Statement to Sellers within such ninety (90) day period, the Initial Purchase Price specified in the Closing Estimate Statement shall be presumed to be true and correct in all respects and shall be deemed to be the Final Purchase Price for purposes of the Purchase Price Adjustment in Section 2.3(d), which Final Purchase Price shall be final and binding on the parties. Any information shared with Sellers or their Representatives will be subject to Section 6.2, and neither Purchaser nor the Companies and/or Company Subsidiaries shall have any obligation to provide information or access to information, materials or persons if doing so could reasonably be expected to (i) unreasonably disrupt the normal operations of the Company's and/or Company Subsidiaries' businesses, (ii) based on advice of counsel, result in the waiver of any attorney -client privilege or the disclosure of any trade secrets or (iii) violate any Law. Without the prior consent of Sellers, Purchaser shall not have the right to modify the Closing Balance Sheet or Purchaser's Proposed Calculations or any items or amounts set forth therein after Purchaser delivers such balance sheet and calculations to Sellers. (b) If Sellers do not deliver a written notice of objection to Purchaser (the "Notice of Objection") within thirty (30) days after Sellers' receipt of the Closing Balance Sheet and Purchaser's Proposed Calculations objecting to the Closing Balance Sheet or Purchaser's Proposed Calculations, the recalculation of the Initial Purchase Price pursuant to Purchaser's Proposed Calculations shall be deemed final and binding. A Notice of Objection shall set forth in reasonable detail each amount to which Sellers object because (i) the amounts in the Closing Balance Sheet or Purchaser's Proposed Calculations were prepared in a manner inconsistent with the provisions of this Agreement or (ii) there were mathematical errors in the computation of any such amounts (all such disputed amounts, the "Disputed Amounts") and provide Sellers' alternative calculations of (i) the amount of the Closing Indebtedness, (ii) the amount of any Company Transaction Expenses not otherwise paid by any Company or any Company Subsidiary prior to the Closing, deducted from the Initial Purchase Price or included in Purchaser's Proposed Calculations, (iii) the amount of the Closing Cash, (iv) the Closing Working Capital and the Working Capital Adjustment calculated by reference thereto and (v) a recalculation of the Initial Purchase Price based on such amounts, in each case. (c) If Sellers deliver a Notice of Objection to Purchaser within the thirty (30) day period referred to in Section 2.3(b), then any amount included in the Closing Statement that is not in dispute on the date such Notice of Objection is given shall be treated as final, binding and non -appealable and any Disputed Amounts shall be resolved as follows: (i) Sellers and Purchaser shall promptly endeavor in good faith to resolve the Disputed Amounts listed in the Notice of Objection. In the event that a written agreement determining the Disputed Amounts has not been reached within ten (10) Business Days (or such longer period as may be agreed by Sellers and Purchaser) after the date of receipt by Purchaser from Sellers of the Notice of Objection, the resolution of such unresolved Disputed Amounts shall be submitted to the Accounting Firm (the "Arbitrator"). In such case, Sellers and Purchaser will jointly retain the Arbitrator and agree to enter into a customary engagement letter, and direct the Arbitrator to verify the materials or information that are the subject of the Disputed Amounts, if any, and render a written report setting forth its determination of any and all such unresolved Disputed Amounts not later than thirty (30) days (or such longer period as the parties may mutually agree) after the Arbitrator has been retained. Within ten (10) days (or such longer period as the parties may mutually agree) after the Arbitrator has been retained, each of Purchaser, on the one hand, and Sellers, on the other hand, shall furnish (at its own cost and expense) to the Arbitrator and substantially simultaneously to the other party a written statement of its position with respect to each unresolved Disputed Amount. Within five (5) Business Days after the expiration of such ten (10) day period (or such longer period as the parties may mutually agree), each of Purchaser and Sellers may deliver to the Arbitrator its response to the other parry's position on each -19- unresolved Disputed Amount; provided, that it delivers a copy thereof substantially simultaneously to the other party. With each submission, each of Purchaser and Sellers may also furnish to the Arbitrator such other information and documents as they deem relevant or such information and documents as may be requested by the Arbitrator; provided, that it delivers a copy thereof substantially simultaneously to the other party. Sellers and Purchaser, and their respective Representatives, shall cooperate fully with the Arbitrator during its engagement and respond on a timely basis to all requests for information or access to documents or personnel made by the Arbitrator, all with the intent to fairly and in good faith resolve all disputes relating to the unresolved Disputed Amounts as promptly as reasonably practicable. The Arbitrator shall (A) conduct its review, resolve all disputes and render a decision based solely on the information provided to the Arbitrator by Sellers and Purchaser (not by independent review) in accordance with this Agreement, (B) not assign a value for any Disputed Amount greater than the greatest value for such amount assigned by the Sellers, on the one hand, or the Purchaser, on the other hand, and (C) act as an expert not as an arbitrator. Neither Purchaser nor Sellers shall have any ex parte communications (whether written or oral) with the Arbitrator; (ii) Sellers and Purchaser shall use their commercially reasonable efforts to cause the Arbitrator to render a decision in accordance with this Section 2.3(c) along with a statement of reasons therefor and to deliver a copy to each of Purchaser and Sellers of such decision which shall include as a separate line item a determination of the aggregate difference between the Initial Purchase Price and the Final Purchase Price. Absent manifest error, the decision of the Arbitrator shall be final and binding upon each party hereto and the decision of the Arbitrator shall constitute an arbitral award that is final, binding and non -appealable and upon which a judgment may be entered by a court having jurisdiction thereover; and (iii) , in the event Sellers and Purchaser submit any Disputed Amounts to the Arbitrator for resolution, Sellers and Purchaser shall each pay their own costs and expenses incurred under this Section 2.3(c). Sellers shall pay that fraction of the fees and costs of the Arbitrator equal to (1) the absolute value of the difference between Sellers' calculation of the Initial Purchase Price derived from its aggregate position regarding the unresolved Disputed Amounts and the Initial Purchase Price derived from Arbitrator's final determination with respect to the unresolved Disputed Amounts over (2) the absolute value of the difference between Sellers' calculation of the Final Purchase Price derived from its aggregate position regarding the unresolved Disputed Amounts and Purchaser's calculation of the Final Purchase Price derived from its aggregate position regarding the unresolved Disputed Amounts, and Purchaser shall be responsible for the remainder of such fees and costs. (d) Upon the determination, in accordance with Section 2.3(a), Section 2.3(b) or Section 2.3(c), of the final calculations of the amounts of (A) the Closing Indebtedness, (B) the Company Transaction Expenses that are (1) not otherwise paid by any Company or any Company Subsidiary prior to the Closing, (2) deducted from the Initial Purchase Price and (3) not included in Purchaser's proposed calculation of the Closing Working Capital, (C) the Closing Cash and (D) the Closing Working Capital and the Working Capital Adjustment calculated by reference thereto, the Initial Purchase Price shall be recalculated using such finally determined amounts in lieu of the amounts used in the Closing Statement. The term "Final Purchase Price" shall mean the result of such recalculation of the Initial Purchase Price. The amount payable by Purchaser or Sellers pursuant to this Section 2.3(d) is referred to herein as the "Purchase Price Adjustment". (i) If the Final Purchase Price is greater than the Initial Purchase Price (such amount, an "Upward Purchase Price Adjustment"), Purchaser shall, within three (3) Business Days following the determination of the Purchase Price Adjustment, pay (without interest) to Sellers, by -20- wire transfer of immediately available funds to an account designated in writing by Sellers, an amount equal to the Upward Purchase Price Adjustment. (ii) If the Final Purchase Price is less than the Initial Purchase Price (such amount, a "Downward Purchase Price Adjustment"), Sellers shall, within three (3) Business Days following the determination of the Purchase Price Adjustment, pay (without interest) to Purchaser, by wire transfer of immediately available funds to an account designated in writing by Purchaser, an amount equal to the Downward Purchase Price Adjustment. (e) The process set forth in this Section 2.3 shall be the exclusive remedy of the Contracting Parties for any disputes related to items required to be reflected on the Closing Balance Sheet or the Closing Statement. Section 2.4 Closing; Closing Deliverables. (a) Unless this Agreement shall have been terminated and the transactions contemplated hereby shall have been abandoned pursuant to Article VIII, and subject to the satisfaction or waiver of all of the conditions set forth in Article VII, the closing of the sale of the Equity Interests (the "Closing") shall take place remotely via the electronic transmittal of executed documents, as soon as practicable, but in any event, no later than on the last Business Day of the month in which the last of the conditions set forth in Article VII is satisfied or waived, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions, or at such other date, time or place as the Contracting Parties shall agree in writing. The date on which the last of the conditions set forth in Article VII is satisfied or waived is referred to as the "Conditions Satisfaction Date", and the date on which the Closing takes place is herein referred to as the "Closing Date". Notwithstanding anything to the contrary herein, upon the occurrence of the Condition Satisfaction Date, the Contracting Parties shall consummate the transactions contemplated hereby in accordance with this Section 2.4(a); provided, that (i) Sellers' obligations to consummate the Closing on the Closing Date shall be subject only to the satisfaction or waiver of the conditions set forth in Section 7.1 and (ii) Purchaser's obligations to consummate the Closing on the Closing Date shall only be subject to the satisfaction or waiver of the condition set forth in Section 7.1 and Section 7.2(a)(ii). (b) At the Closing, Sellers shall deliver or cause to be delivered to Purchaser: W a certificate signed by authorized officers of Sellers, dated as of the Closing Date, to the effect that the conditions set forth in Section 7.2 have been satisfied; (ii) a duly completed and properly executed IRS Form W-9 from the regarded owner of ACC and ECA for U.S. federal income tax purposes (it being understood that it shall not be a condition to Closing to receive such IRS Form W-9 and Purchaser's sole recourse for failure to receive such W-9 shall be its right to withhold in accordance with Section 2.6); (iii) certificates representing the Equity Interests held by Sellers, free and clear of all Liens, duly endorsed for assignment and/or transfer or accompanied by appropriate assignment and/or transfer documents; (iv) the Transition Services Agreement, duly executed by Elementis Global; and (v) the Transitional Trademark License Agreement, duly executed by Sellers' Parent or its Affiliate. (c) At the Closing, Purchaser shall: -21 - (i) deliver or cause to be delivered to Sellers a certificate signed by an authorized officer of Purchaser, dated as of the Closing Date, to the effect that the conditions set forth in Section 7.3 have been satisfied; (ii) pay the amounts required to be paid pursuant to Section 2.2, (iii) the Transition Services Agreement, duly executed by Purchaser; and (iv) the Transitional Trademark License Agreement, duly executed by Purchaser. Section 2.5 Tax Treatment of Payments. Any payments made with respect to adjustments made pursuant to Section 2.3 shall be deemed to be, and each of Sellers and Purchaser shall treat such payments as an adjustment to the Initial Purchase Price for federal, state, local and foreign income Tax purposes to the extent permitted by Law. Section 2.6 Withholding. The consideration and any other payment under this Agreement will be paid free and clear of, and without deduction or withholding for, any Taxes, unless such deduction or withholding is required under applicable Law. If Purchaser or any of its Affiliates determines that any amount of any payment (other than in respect of employee compensation) to be made under this Agreement to Sellers, or any Affiliates thereof, is subject to deduction or withholding for Taxes, Purchaser shall use commercially reasonable efforts to provide Sellers with at least ten Business Days' advance written notice of such requirement specifying the applicable Law, method of calculation and amount of such proposed deduction or withholding. The Parties shall work together in good faith, and Purchaser shall, and shall cause its Affiliates to, cooperate with any reasonable request of any Seller, to obtain reduction of the amount of such withholding or deduction or relief from the requirement to deduct or withhold; provided, however, that any costs or expenses reasonably incurred by Purchaser's or its Affiliates' cooperation shall not subject Purchaser or its Affiliates to any material unreimbursed cost or expense. To the extent that amounts are deducted or withheld and remitted to the relevant Governmental Entity, such remitted amounts shall be treated for all purposes of this Agreement as having been paid to the relevant Person in respect of which such deduction and withholding was made. Purchaser will use commercially reasonable efforts to provide Sellers with copies of receipts from the relevant Governmental Entity evidencing the payment of any deducted or withheld Taxes. ARTICLE III REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANIES AND THE COMPANY SUBSIDIARIES Except as set forth in the Schedules delivered in connection with this Agreement, each Seller hereby jointly and severally represents and warrants to Purchaser as follows: Section 3.1 Due Organization, Good Standing and Corporate Power. Each Company is an entity duly organized or incorporated and validly existing under the Laws of its jurisdiction of incorporation or formation, as applicable, and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each Subsidiary of each Company (collectively, the "Company Subsidiaries"), as applicable, is duly organized and validly existing under the Laws of their respective states of incorporation or formation, as applicable, and has all requisite power and authority to own, lease and operate its respective properties and to carry on its respective business as now being conducted. Each Company and each Company Subsidiary is duly qualified or licensed to do business and is in good standing (or the equivalent thereof) in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification necessary, except, in each case, for any such failures that would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. - 22 - Section 3.2 Noncontravention. The execution, delivery and performance of this Agreement and all other instruments and agreements to be delivered by Sellers as contemplated hereby do not, and the consummation of the transactions contemplated by this Agreement will not, (a) conflict with or result in a violation or breach of any of the provisions of the certificate of incorporation or by-laws or other equivalent charter or constitutional documents, as applicable, of any Company or any of the Company Subsidiaries, in each case, as amended to the date hereof, (b) subject to the consents, clearances, approvals, authorizations, declarations, filings and notices referred to in Section 3.4, conflict with, result in any breach of or any loss of any benefit under, constitute a default under (or an event that, with notice or lapse of time or both, would become a default), require any consent of any Person pursuant to, give to others any rights of termination, modification, amendment, acceleration or cancellation of, or require delivery of notice to any Person pursuant to, any Material Contract, (c) subject to the consents, clearances, approvals, authorizations, declarations, filings and notices referred to in Section 3.4, conflict with or result in a violation or breach of any provision of any Law or Order applicable to any Company or any of the Company Subsidiaries or by which any of its or their respective assets or properties are bound or affected or (d) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of any Company or any of the Company Subsidiaries, except, in the case of clauses (b), (c) or (d) above, for such conflicts, breaches, defaults, violations or Liens that would not reasonably be expected to be, individually or in the aggregate, material to the Companies and the Company Subsidiaries, taken as a whole. Section 3.3 Capitalization. (a) Schedule 3.3(a) lists all of the Companies and Company Subsidiaries and the outstanding shares of capital stock thereof or limited liability partnership interests or other equity securities therein and, in each case, the legal record and beneficial owner(s) thereof. Each of the Company Subsidiaries is wholly -owned by one of the Companies. All issued and outstanding shares of capital stock, limited liability partnership interests or other equity interests of the Companies and each of the Company Subsidiaries, as applicable, are owned directly or indirectly by the Sellers, have been duly authorized and validly issued and, with respect to shares of capital stock only, are fully paid and nonassessable, and are not subject to any preemptive rights. There are no outstanding interests, warrants, options, claims of any character, subscription, voting or other rights, agreements, arrangements, obligations or other commitments relating to the obligation by any of the Companies or any Company Subsidiary to acquire, redeem, issue, sell, transfer, deliver, or grant any rights to acquire, any interest of the Companies or any Company Subsidiary, or any securities or other instruments convertible into, exchangeable for or evidencing the right to purchase any interests of the Companies or any Company Subsidiary. With the exception of the limited liability partnership agreement relating to Elementis Chromium, there are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any interests of the Companies or any Company Subsidiary. (b) None of the Companies or any Company Subsidiary owns, of record or beneficially, any direct or indirect equity interest (other than the equity of the Company Subsidiaries) or other ownership, capital, voting or participation interest or any right (contingent or otherwise) to acquire the same in any Person. Section 3.4 Consents and Approvals. None of the Companies or any of the Company Subsidiaries is required to file, seek or obtain any notice, authorization, clearance, approval, Order, permit or consent of or with any Governmental Entity in connection with the execution, delivery and performance by Sellers of this Agreement or the consummation by the Companies and Company Subsidiaries of the transactions contemplated hereby or in order to prevent the termination of any right, privilege, license or qualification of any of the Companies or Company Subsidiaries, except (i) for any filings, clearances, approvals and consents required to be made or obtained under applicable Antitrust Laws, (ii) for such filings as may be required by any applicable federal or state securities or "blue sky" Laws, (iii) the consents or filings set forth on Schedule 3.4 or (iv) where failure to obtain such consent, approval, authorization or - 23 - action, or to make such filing or notification, would not reasonably be expected to be, individually or in the aggregate, material to the Companies and the Company Subsidiaries, taken as a whole. Section 3.5 Financial Statements, No Undisclosed Liabilities. (a) Sellers have furnished Purchaser with (i) the audited consolidated balance sheet of Sellers' Parent and its Subsidiaries and the related audited consolidated statements of income, cash flow and changes in equity as of and for the fiscal years ended December 31, 2021 (the "2021 Audited Financial Statements") and December 31, 2020 (together with the 2021 Audited Financial Statements, the "Audited Financial Statements"), and (ii) the unaudited balance sheet of the Companies and the Company Subsidiaries on a combined basis as of June 30, 2022 (the "Balance Sheet Date") and the related unaudited combined statements of income for the six (6) months ended on the Balance Sheet Date (the "Unaudited Financial Statements", and together with the Audited Financial Statements, the "Financial Statements"). The Financial Statements, except for the absence of notes to the Unaudited Financial Statements and subject to normal year-end audit adjustments, which are not material, individually or in the aggregate, have been prepared in accordance with IFRS in all material respects and taken as a whole, except as otherwise described therein or in Schedule 3.5. The Audited Financial Statements fairly present the state of the Sellers' Parent's and its Subsidiaries' affairs and profits for the years ended December 31, 2021 and December 31, 2020. (b) Schedule 3.5(b) sets forth all outstanding Indebtedness of the Companies and each Company Subsidiary as of October 31, 2022 solely to the extent described in clauses (a) or (b) of the definition of Indebtedness (including, for the avoidance of doubt, any accounts receivable or accounts payable between a Company or a Company Subsidiary and (i) another Company or Company Subsidiary or (ii) Sellers or an Affiliate of Sellers). All letters of credit, fidelity bonds and surety bonds obtained or procured by or on behalf of any of the Companies or Company Subsidiaries are in full force and effect and will continue in full force and effect immediately following the consummation of the transactions contemplated by this Agreement. No default (or an event which with notice or lapse of time or both would become a default) exists with respect to the obligations of the Companies or any Company Subsidiary under any such letters of credit, fidelity bonds or surety bonds and neither the Companies nor any Company Subsidiary has received any notification of cancellation of any such letters of credit, fidelity bonds or surety bonds. (c) None of the Companies or the Company Subsidiaries has any Liabilities that are required to be set forth in the Financial Statements in accordance with IFRS, except for (i) Liabilities reflected on, reserved against, or otherwise described in, the Financial Statements or the notes thereto, (ii) Liabilities incurred in the ordinary course of business since the Balance Sheet Date (none of which relates to any breach of Contract, breach of warranty, tort, infringement, violation of or any Liability under any Law or any Action, none of which are material, individually or in the aggregate, and all of which will be included in the Closing Statement) or which would be included in the Closing Statement, (iii) Liabilities incurred in the ordinary course of business or that would not be reasonably expected to be, individually or in the aggregate, material to the Companies and the Company Subsidiaries, taken as a whole, (iv) Liabilities incurred in connection with the transactions contemplated hereby and (v) Liabilities arising from performance obligations under any Contract. Section 3.6 Absence of Certain Changes. (a) Since the Balance Sheet Date up to the date hereof, except (i) as set forth on Schedule 3.6, or (ii) in connection with any COVID-19 Measures, (A) the businesses of the Companies and the Company Subsidiaries have been conducted in all material respects in the ordinary course of business, (B) none of the Companies or Company Subsidiaries has acquired any business or Person, by merger or consolidation, purchase of substantial assets or equity interests, or by any other manner, in a single -24- transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement with respect to the foregoing, (C) there has been no material change by the Companies or any Company Subsidiary in accounting principles, practices or methods except as required or permitted by Law or IFRS or other applicable accounting rules or standards, (D) none of the Companies or Company Subsidiaries have mortgaged, pledged or subjected to any Lien any of its properties or assets, other than Permitted Liens, (E) none of the Companies or Company Subsidiaries have amended, modified, accelerated, extended, renewed or terminated any Material Contract, (F) none of the Companies or Company Subsidiaries have waived, released, assigned, settled or compromised any material litigation or arbitration, (G) none of the Companies or Company Subsidiaries have forgiven any loans to directors, officers, employees or any of their respective Affiliates, (H) there has been no amendment or modification to the certificate of incorporation or by-laws or other equivalent charter or constitutional documents, as applicable, of any Company or any of the Company Subsidiaries and (I) none of the Companies or Company Subsidiaries have agreed or committed to do any of the foregoing. (b) Since the Balance Sheet Date, there has not been any change, event, occurrence, fact, condition or effect which has had a Material Adverse Effect on the Companies and the Company Subsidiaries. Section 3.7 Compliance with Laws. To the Knowledge of Sellers, the operations of the Companies and the Company Subsidiaries are not being conducted, and for the past three (3) years have not been, in violation of any Law or Order applicable to the Companies or any Company Subsidiary. Section 3.8 Permits. To the Knowledge of Sellers, the Companies and the Company Subsidiaries hold, and for the past three (3) years have held, all federal, state, local and foreign permits, approvals, licenses, authorizations, registrations, certificates, rights, exemptions, waivers and Orders from Governmental Entities (collectively, the "Permits") that are necessary for the operation of the business of the Companies and/or any Company Subsidiary as presently conducted, or that are necessary for the lawful ownership of their respective properties and assets, except to the extent that any such failure to hold Permits would not reasonably be expected to be, individually or in the aggregate, material to the Companies and the Company Subsidiaries, taken as a whole. Except as set forth in Schedule 3.8, none of such Permits has lapsed, been cancelled, terminated or withdrawn and no proceeding to modify, suspend, revoke, withdraw, terminate or otherwise limit any such Permit is pending or, to the Knowledge of Sellers, threatened, except to the extent that any such lapse, cancellation, termination, withdrawal, modification, suspension, revocation, termination or limit would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. Section 3.9 Litigation. There is no material Action pending, or, to the Knowledge of Sellers, threatened, against or affecting the Companies or any Company Subsidiary, or any of their respective properties or rights. Section 3.10 Employee Benefit Plans. (a) Schedule 3.10(a) sets forth each material Employee Benefit Plan, and indicates which such Employee Benefit Plan is sponsored or maintained by the Companies or any Company Subsidiary (the "Company Plans"), and which such Employee Benefit Plan is not a Company Plan (such Employee Benefit Plans that are not Company Plans, the "Seller Plans"). (b) With respect to each material Employee Benefit Plan, the Companies have made available to Purchaser a current, accurate and complete copy of the plan document, and all amendments thereto (or if such Employee Benefit Plan is unwritten, a written summary of its material terms). With respect to each Company Plan, the Companies have also made available to Purchaser a current, accurate and complete copy, to the extent applicable, of (i) any related trust agreement or other funding instrument; (ii) the most recent IRS determination, opinion or notification letter; (iii) the most recent summary plan - 25 - description, summary of material modification and any other formal communications by the Companies or any Company Subsidiary provided for eligible participants describing the benefits provided under such Company Plan; (iv) the most recent annual report on Form 5500 or any other applicable form, including all schedules and financial statements attached thereto; and (v) the most recent written results of any required compliance testing. (c) Each Company Plan has, in all material respects, been administered in accordance with its terms and in compliance with all applicable Laws, including ERISA and the Code. (d) Each Company Plan which is intended to be qualified within the meaning of Section 401(a) of the Code has been determined by the IRS to be qualified under the Code, and to the Knowledge of Sellers, nothing has occurred which could result in the loss of such qualification or the denial of any favorable determination by the IRS under any opinion or advisory letter. (e) There are no actions, suits, or claims (other than routine, non -contested claims for benefits) pending, and, no facts or circumstances exist that could give rise to any such litigation or other formal proceedings, in each case, under or involving any Company Plan. (f) No Company Plan is subject to Title IV of ERISA and none of the Companies or any Company Subsidiary sponsors, administers, contributes to (or has any obligation to contribute to) or maintains, or has in the past six years sponsored, administered, contributed to (or had any obligation to contribute to) or maintained, or has or, following the Closing, is reasonably expected to have any direct or indirect liability with respect to, (i) any plan that is subject to Title IV of ERISA or (ii) any "multiemployer plan" (as defined in Section 3(37) of ERISA). (g) Except as required under applicable Law, no Company Plan provides coverage or benefits (including, but not limited to, life insurance, disability, medical, dental, prescription drugs, or accidental death or dismemberment) following retirement or other termination of employment. (h) Except as set forth on Schedule 3.1OM, neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby (whether alone or in connection with any subsequent event(s)), could (i) result in any payment becoming due to any Business Employee or Business Service Provider under any Employee Benefit Plan; (ii) entitle any Business Employee or Business Service Provider or former employee, independent contractor, or other individual non -employee service provider of the Companies or any Company Subsidiary to any severance pay or increase in severance pay, change in control, transaction, retention or other payment, compensation, or benefit (whether in cash, property, or vesting of property), (iii) result in any loan forgiveness to any Business Employee or Business Service Provider or former employee, director, officer or independent contractor of the Companies or any Company Subsidiary; (iv) result in the limitation of or restriction of the right of the Companies or any Company Subsidiaries (or any of their successors) to merge, amend, or terminate any Company Plan; (v) result in the acceleration of the time of payment, vesting or funding of any benefits or compensation to any Business Employee or Business Service Provider or former employee, independent contractor, or other individual non -employee service provider of the Companies or any Company Subsidiary under any Employee Benefit Plan, (vi) result in an obligation to fund or otherwise set aside assets to secure to any extent any of the obligations under any Company Plan, (vii) increase any benefits or compensation under any Company Benefit Plan, or (viii) result in the forfeiture by any Business Employee or Business Service Provider of any equity or equity -based incentive awards in Sellers or any of their Subsidiaries. (i) Neither the Companies nor any Company Subsidiary has ever been a participating employer in a defined benefit pension plan in the United Kingdom. 0) Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby (whether alone or in connection with any subsequent event(s)), could - 26 - result in any payment under any Employee Benefit Plan which could not be deductible under Section 280G of the Code. (k) Except as set forth on Schedule 3.10(k), (i) each Company Plan, and any award thereunder, that is or forms part of a "nonqualified deferred compensation plan" within the meaning of Section 409A of the Code complies with, and at all times has been operated in compliance with, all applicable requirements of Section 409A of the Code, and (ii) neither the Companies nor any Company Subsidiary has any obligation to gross -up, indemnify or otherwise reimburse any Business Employee or Business Service Provider for any Tax under Section 409A or 4999 of the Code incurred by any Business Service Employee or Business Service Provider. Section 3.11 Labor Matters. (a) Except as set forth on Schedule 3.11(a), none of the Companies or any Company Subsidiary is a party to, nor is it bound by, any collective bargaining agreement or other Contract with any labor organization or other representative of any employees of the Companies, nor is any such Contract presently being negotiated. There is (i) no unfair labor practice charge or complaint pending against the Companies or, to the Knowledge of Sellers, threatened in writing against the Companies or any Company Subsidiary before the National Labor Relations Board, (ii) no material grievance or arbitration proceeding arising out of, or under, any collective bargaining agreement is so pending against the Companies or any Company Subsidiary, or to the Knowledge of Sellers, is so threatened in writing, and (iii) no material strike, slow down, work stoppage, lockout or other collective labor dispute is in effect or, to the Knowledge of Sellers, is threatened in writing, against the Companies or any Company Subsidiary. Furthermore (x) none of the Companies or any Company Subsidiary has experienced any such collective labor dispute within the past three (3) years and (y) no union or labor organizing efforts have occurred with respect to any Business Employees at any time within the last three (3) years and, to the Knowledge of Sellers, no such organizing efforts are presently threatened. (b) Except as set forth on Schedule 3.11(b), the Companies are in material compliance with all applicable Laws, relating to employment, employment practices, compensation, benefits, hours, terms and conditions of employment, and the termination of employment. (c) To the Knowledge of Sellers, no Business Employee or Business Service Provider is in breach or material violation of any term of any employment, consulting, nondisclosure, noncompetition, or other restrictive covenant Contract by and between such Business Employee or Business Service Provider one the one hand, and Sellers or any of their Affiliates on the other hand. (d) Within the last five (5) years, to the Knowledge of Sellers, (i) no written allegations of sexual harassment or misconduct or workplace discrimination or harassment (including based on race, ethnicity or gender) have been made against the Companies or any Company Subsidiary, or against any Business Employee or Business Service Provider (or former employee, individual independent contractor, or individual non -employee service provider thereof) in his or her capacity as an employee or service provider of the Companies or any Company Subsidiary, and (ii) neither any of the Companies or the Company Subsidiaries nor any Business Employee or Business Service Provider (or former employee, individual independent contractor, or individual non -employee service provider thereof) has entered into any settlement agreement related to any such allegations of sexual harassment or misconduct or workplace discrimination or harassment (including, without limitation, based on race, ethnicity or gender). (e) The transactions contemplated by this Agreement will not give rise to any obligation or requirement to notify, inform or consult with any union, works council or other labor organization and the Sellers and their Affiliates are not in material non-compliance with any such obligation or requirement. - 27 - Section 3.12 Tax Matters. Except as set forth on Schedule 3.12: (a) Tax Returns. The Companies and the Company Subsidiaries have timely and duly filed or caused to be filed all income and all other material Returns that are required to be filed with a Taxing Authority by, or with respect to, the Companies and the Company Subsidiaries (taking into account any applicable extension of time within which to file). All such Returns are true, complete and accurate in all material respects. None of the Companies or Company Subsidiaries is currently the beneficiary of any extension of time within which to file any Return that was obtained outside the ordinary course of business. No claim has ever been made by a Taxing Authority in a jurisdiction where a Company or a Company Subsidiary does not currently file a Return that such entity is or may be subject to taxation by that jurisdiction in respect of Taxes that would be covered by or the subject of such Return. None of the Companies or Company Subsidiaries has been subject to Tax in any jurisdiction other than in its jurisdiction of incorporation by virtue of having a permanent establishment in such jurisdiction. (b) Employment Tax. (i) All national insurance contributions, apprenticeship levy, construction industry scheme deductions and sums payable to HM Revenue & Customs under the pay as you earn system due and payable by Elementis Chromium up to the date hereof have been paid and Elementis Chromium has made all such deductions, withholdings and retentions as are required in connection therewith. (ii) Elementis Chromium has properly assessed the employment status for Tax purposes of each of its contractors or consultants (however described). (c) VAT. (i) Elementis Chromium is registered for VAT purposes and Schedule 3.12(c)(i) contains full details of such registration. (ii) Within the past four (4) years, Elementis Chromium has complied with all statutory provisions, rules, regulations, orders and directions in respect of VAT, promptly submitted materially accurate returns, and maintained full and accurate VAT records, invoices and other requisite documents as required by Law. (iii) Within the past four (4) years, Elementis Chromium has not been subject to any penalty liability notice, written warning of failure to comply, surcharge liability notice or requirement to give security as a condition of making taxable supplies. (iv) All material supplies made by Elementis Chromium are taxable supplies. Elementis Chromium has not been denied full credit for any material input tax under section 25 and 26 of VATA (and regulations made under it) or for any other reasons. Materially all VAT paid or payable by Elementis Chromium is input tax as defined in section 24 of VATA and regulations made under it. (d) Mixed Member and Salaried Member Rules. (i) No member of Elementis Chromium is a "salaried member" within the meaning of section 863A of the UK Income Tax (Trading and Other Income) Act 2005. (ii) Elementis Chromium is not and has not been involved in any scheme, arrangement, transaction or series of transactions to which the rules in section 850C of the Income Tax (Trading and Other Income) Act 2005 apply, or the main purpose, or one of the main purposes, of which is or was otherwise the avoidance of Tax. - 28 - (e) Other Tax Matters. With respect to the Pre -Closing Period: (i) All material Taxes (whether or not shown on a Return) owed by the Companies and the Company Subsidiaries (or for which the Companies or the Company Subsidiaries may be liable) which are or have become due have been paid in full. (ii) Neither the Companies nor any Company Subsidiary is currently the subject of an audit or other examination relating to the payment of material Taxes of the Companies or any Company Subsidiary by the Taxing Authorities of any nation, state or locality nor have the Companies or any Company Subsidiary received any written notices from any Taxing Authority that such an audit or examination is pending with respect to a Tax period that remains open under applicable Tax law. (iii) Neither the Companies nor any Company Subsidiary (A) has entered into a written agreement or waiver extending any statute of limitations relating to the payment or collection of Taxes of the Companies or any Company Subsidiary that has not expired (other than any such agreement or waiver executed in connection with a Consolidated Tax Return), or (B) is presently contesting any Tax Liability of the Companies or any Company Subsidiary before any court, tribunal or agency. (iv) Materially all Taxes that the Companies or any Company Subsidiary is (or were) required by Law to withhold or collect in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party have been timely and duly withheld or collected, and have been paid over to the proper authorities to the extent due and payable. All other Tax withholding and deposit requirements imposed on or with respect to a Company or Company Subsidiary has been materially satisfied. (v) ACC and ECA are and have been since formation classified for U.S. federal income Tax purposes as C corporations that are "United States persons" (within the meaning of Section 7701(a)(30) of the Code), and each is a subsidiary member of an affiliated group (within the meaning of Section 1504(a) of the Code) that files a consolidated U.S. federal income Tax Return, and the common parent of such affiliated group is Elementis US Holdings, Inc., as such terms are used pursuant to the applicable Code and Treasury Regulations. Elementis Chromium is treated as a partnership for UK corporation and U.S. federal income tax purposes. Each Company Subsidiary is, and has at all times since formation been, treated for U.S. federal income Tax purposes as the type of entity (corporation, partnership or disregarded entity) set forth opposite its name in Schedule 3.12(e). (vi) The Companies are not party to or bound by any Tax allocation, sharing or indemnity agreements, Contracts or arrangements (excluding, for the avoidance of doubt, any commercial Contracts that are not primarily related to Taxes entered into in the ordinary course of business). The Companies do not have any liability for the Taxes of any Person under Treasury Regulations Section 1.1502-6 (or any corresponding provisions of state, local or foreign Tax law), or as a transferee or successor, or by contract or otherwise other than the members of the consolidated group of which Elementis US Holdings, Inc. is the common parent. (vii) The unpaid Taxes of the Companies and the Company Subsidiaries did not, as of the Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the Balance Sheet (rather than in any notes thereto). Since the Balance Sheet Date, no Company or any Company Subsidiary has incurred any material liability for Taxes outside the ordinary course of business or otherwise inconsistent with past custom and practice. - 29 - (viii) There are no Liens (other than Permitted Liens) on any of the assets of the Companies that arose in connection with any failure (or alleged failure) to pay any Tax. (ix) No Company or Company Subsidiary will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) beginning after the Closing Date as a result of. (i) an adjustment under either Section 481(a) or Section 482 of the Code (or any corresponding or similar provision of state, local or foreign Tax law) by reason of a change in method of accounting or otherwise on or prior to the Closing Date for a taxable period ending on or prior to the Closing Date; (ii) a "closing agreement" described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Tax law) executed on or prior to the Closing Date; (iii) an intercompany transaction or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign Tax law) entered into or created on or prior to the Closing Date; (iv) an installment sale or open transaction disposition made on or prior to the Closing Date; (v) the cash method of accounting or long-term contract method of accounting utilized prior to the Closing Date; or (vi) a prepaid amount received on or prior to the Closing date. (x) No ruling requests or closing agreements have been entered into with any Tax Authorities by or with respect to any Company or any Company Subsidiary. (xi) No voluntary disclosure agreements have been entered into or anticipated by or with respect to any Company or any Company Subsidiary. (xii) No Company or Company Subsidiary has any outstanding obligation in respect of escheat or unclaimed property Laws. (xiii) No Company or Company Subsidiary has constituted either a "distributing corporation" or a "controlled corporation" in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code in the two years prior to the date of this Agreement or in a distribution which could otherwise constitute part of a "plan" or a "series of related transactions" (within the meaning of Section 355(e) of the Code) in conjunction with the transactions contemplated by this Agreement. (xiv) No Company or Company Subsidiary has been a party to a transaction that is or is substantially similar to a "reportable transaction," as such term is defined in Treasury Regulations Section 1.6011-4(b)(1), or any other transaction requiring disclosure under analogous provisions of state, local or foreign Tax law. (xv) The prices and terms for the provision of any property or services by or to each Company and Company Subsidiary are arm's length for purposes of the relevant transfer pricing laws, and all related documentation required by such laws has been timely prepared or obtained and, if necessary, retained. (xvi) No Company or Company Subsidiary is a partner for Tax purposes with respect to any joint venture, partnership, or other arrangement or Contract which is treated as a partnership for Tax purposes. (xvii) To the Knowledge of Sellers, no Company or Company Subsidiary has been treated by any Taxing Authority or Tax Law as being resident for Tax purposes in any jurisdiction other than such Company's or Company Subsidiary's jurisdiction of formation. (xviii) Notwithstanding anything herein to the contrary, (A) for purposes of determining under Section 7.2(b) whether a failure of any of the representations and warranties in this Section 3.12, other than Section 3.12(e)(vi), CJxJ or xW, to be true and correct as of Closing would have, or - 30 - would reasonably be expected to have, a Material Adverse Effect in any taxable period (or portion thereof) beginning after the Closing Date, Purchaser's ability to mitigate the adverse effects of such failure through its use of commercially reasonable efforts shall be taken into account; and (B) the representations and warranties in this Section 3.12 are not representations or warranties as to the amount of, or limitations on, any net operating losses, Tax credits or other Tax attributes that the Companies or any Company Subsidiary may have. Section 3.13 Intellectual Property. Schedule 3.13 sets forth a list of all patents, registered trademarks, registered copyrights, pending applications to register patents, trademarks or copyrights, and internet domain name registrations owned by the Companies and the Company Subsidiaries, that are material to the operation of the businesses of the Companies and the Company Subsidiaries (collectively, the "Company Owned Intellectual Property"). Except as set forth on Schedule 3.13: (a) To the Knowledge of Sellers, the Companies and the Company Subsidiaries own or have the right to use all Intellectual Property necessary to conduct the businesses of the Companies and the Company Subsidiaries substantially as presently conducted except where the failure to so own or have such right would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. (b) Since the Balance Sheet Date, to the Knowledge of Sellers, the Companies have not received written notice of any claim challenging the use or ownership by the Companies or any Company Subsidiary of any Intellectual Property, except for claims that would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. (c) Since the Balance Sheet Date, to the Knowledge of Sellers, (i) the Companies and Company Subsidiaries' use of the Company Owned Intellectual Property in the conduct of the businesses of the Companies and the Company Subsidiaries does not infringe upon or misappropriate any Intellectual Property rights of any Person; and (ii) the Companies have not received written notice of any claim regarding the misappropriation or infringement by the Companies or any Company Subsidiary of any Intellectual Property, except for claims that would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. (d) The representations and warranties in this Section 3.13 are the sole and exclusive representations and warranties of Sellers concerning intellectual property of the Companies and the Company Subsidiaries. Section 3.14 Material Contracts. (a) Schedule 3.14 contains a list, as of the date hereof, of the following Contracts (each, a "Material Contract") to which any Company or Company Subsidiary is party: W Contracts (other than purchase orders) with any Person, other than any Affiliate of any Company or Company Subsidiary, that involved payments by or to any Company or Company Subsidiary in excess of $3,000,000 in the aggregate during the twelve (12) month period ending on December 31, 2021; (ii) Contracts that contain covenants that in any way purport to materially restrict the right or freedom of any Company or any Company Subsidiary to (A) engage in any business activity, (B) engage in any line of business or compete with any Person or (C) conduct any activity in any geographic area; (iii) Contracts with Affiliates (other than employment Contracts with any director, officer or employee of any Company or Company Subsidiary); -31- (iv) Contracts that relate to the acquisition or disposition by the Companies or any Company Subsidiary of any business, a material amount of the stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise), in each case, under which any Company or Company Subsidiary has any outstanding payment obligations pursuant to such Contracts; (v) Contracts that provide for any joint venture, strategic partnership or similar agreements; (vi) Contracts under which any Company or Company Subsidiary has advanced or loaned any other Person any amounts; (vii) Contracts described in the foregoing clause (i) that require any Company or Company Subsidiary to indemnify or hold harmless any Person; (viii) Contracts described in the foregoing clause (i) that contain a material indemnity in favor of any Company or Company Subsidiary; (ix) Contracts with a Material Customer or Material Supplier; (x) Contracts with any Governmental Entity; (xi) Contracts with a Material Customer or Material Supplier that (A) grant to any Material Customer or Material Supplier a right of first refusal, first offer or similar preferential right to purchase or acquire any material asset or property of any Company or Company Subsidiary, (B) contain any "most favored nation" terms and conditions, any exclusive dealing or minimum purchase or sale, "take or pay" obligations, arrangements or requirements to purchase substantially all of the output or production of a particular Material Supplier or (C) obligates any Company or Company Subsidiary to provide or obtain any product or service exclusively to or from any Material Customer or Material Supplier, irrespective of any geographic market or other restriction; (xii) any collective bargaining agreement or other Contract with any labor union, works council, or labor organization, other than any collective labor agreement or arrangement that is mandated by a Governmental Entity or by applicable Law; (xiii) any Contract that is for the employment or engagement of any Business Employee or Business Service Provider (A) providing for severance, termination, or other similar payments or benefits upon any termination of employment, or (B) that requires prior notice of termination of thirty (30) days or longer; (xiv) all Contracts relating to Indebtedness of any Company or any Company Subsidiary outstanding as of October 31, 2022; and (xv) the Real Property Leases. (b) Each Material Contract is valid and binding on the Companies and the Company Subsidiaries (to the extent party thereto) in accordance with its terms and is in full force and effect. None of the Companies, the Company Subsidiaries or, to the Knowledge of Sellers, any other party thereto is in material breach of or default under (or is alleged to be in material breach of or default under), or has provided or received any notice of any intention to terminate, any Material Contract that would result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. To the Knowledge of Sellers, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any Material Contract. Complete and correct copies of each Material Contract (including all modifications, amendments and - 32 - supplements thereto and waivers thereunder) have been made available to Purchaser. There are no Material Contracts that are oral Contracts. Section 3.15 Environmental Matters. Except as set forth on Schedule 3.15 and except as would not reasonably be expected to be, individually or in the aggregate, material to the Companies and the Company Subsidiaries, taken as a whole, (i) the Companies and the Company Subsidiaries are, and for the past three (3) years have been, in compliance with all Environmental Laws, and have obtained, and are, and for the past three (3) years have been, in compliance with, all Environmental Permits, and all such Environmental Permits are in full force and effect, (ii) there are no Actions threatened in writing or pending against the Companies or any Company Subsidiaries in connection with the operation of the business, properties or assets of the Companies or any Company Subsidiary under any Environmental Law and, to the Knowledge of Sellers, there are no facts or circumstances which could reasonably be expected to form the basis of such an Action, (iii) none of the Companies or Company Subsidiaries has received during the past three (3) years any written notice or communication (including from any Governmental Entities) that alleges that the Companies or any Company Subsidiary is in violation of, or has Liability under, any Environmental Law in connection with the operation of the business, properties or assets of the Companies or any Company Subsidiary, the substance of which communication has not been resolved, (iv) none of the Companies or Company Subsidiaries is conducting active remediation or removal of, or has Released, any Hazardous Materials in, on, at, from or under any Owned Real Property, property subject to a Real Property Lease, or any other real property currently or previously owned, leased or operated by the Companies or Company Subsidiaries in concentrations or amounts that have resulted or are reasonably expected to result in a Liability to the Companies or any Company Subsidiary under any Environmental Law, (v) to the Knowledge of Sellers, there has been no Release in, on, at, from or under any third -party disposal site used in connection with the operation of the business that has resulted or is reasonably expected to result in a Liability to the Companies or any Company Subsidiary under any Environmental Law, and (vi) none of the Companies or Company Subsidiaries has assumed, by contract or operation of Law, any obligation of any third party arising under any Environmental Law, or is obligated under any Contract to indemnify any third party with respect to any outstanding environmental Liabilities in connection with the operation of the business, properties or assets of the Companies or any Company Subsidiary. Sellers have made available to Purchaser copies of all material environmental site assessment reports, including any Phase I or Phase II assessments pertaining to real property currently or formerly owned, leased or operated by the Companies or Company Subsidiaries or compliance by the Companies or Company Subsidiaries with Environmental Laws, that are within the possession or reasonable control of the Sellers, Companies or the Company Subsidiaries. Section 3.16 Real Property. (a) Schedule 3.16(a) sets forth a list, as of the date of this Agreement, of the addresses of all real property owned by the Companies and/or the Company Subsidiaries (including all buildings, fixtures, improvements and other structures thereon, collectively, the "Owned Real Property") and the Company or Company Subsidiary that is the record owner thereof. Except as set forth in Schedule 3.16(a), the Companies and/or the Company Subsidiaries have good and marketable fee simple title with respect to the Owned Real Property, free and clear of all Liens other than Permitted Liens. (b) Schedule 3.16(b) contains a list as of the date of this Agreement of all (a) real property leased, subleased, licensed or otherwise used or occupied by the Companies and/or the Company Subsidiaries (the "Leased Real Property") and (b) the leases, subleases, licenses, use or other occupancy agreements with respect to such real property (together with all amendments, modifications and other supplements thereto, collectively, the "Real Property Leases") to which the Companies or any of the Company Subsidiaries is a party (as lessee, sublessee, licensee, user or occupant). The Companies or applicable Company Subsidiary holds a good and valid leasehold interest in and to each Leased Real Property pursuant to the Real Property Leases, free and clear of all Liens other than Permitted Liens. True, - 33 - correct and complete copies of such Real Property Leases as of the date of this Agreement have been made available to Purchaser. Neither the Companies nor any Company Subsidiary is in material default under any such Real Property Lease. To the Knowledge of Sellers, no other party to any such Real Property Lease is in material default under any such Real Property Lease. (c) The Owned Real Property, the Leased Real Property and the Rail Spur Property constitutes all of the real property and appurtenances, as applicable, necessary, used or held for use, in connection with the operation of the Business as currently conducted. There is no pending or, to the Knowledge of Sellers, threatened condemnation proceeding with respect to the Owned Real Property, Leased Real Property or the Rail Spur Property. No casualty event has occurred with respect to all or any portion of the Owned Real Property, Leased Real Property or Rail Spur Property that has not been fully remedied in all material respects. Neither the Companies nor any Company Subsidiary leases, subleases, licenses or otherwise permits the use or occupancy of the Owned Real Property or Leased Real Property to, or by, any Person. The Owned Real Property, Leased Real Property and Rail Spur Property is adequately supplied with utilities (including water, sewage, disposal, electricity, gas and telephone) and other real property related services necessary for the continued operation of the Business as currently conducted. There are no pending, or to the Knowledge of Sellers, planned, threatened or proposed cutbacks, moratoriums, restrictions or other limitations or impairments of any of the foregoing utilities or services with respect to the Owned Real Property, Leased Real Property or Rail Spur Property. The Companies or applicable Company Subsidiary enjoys peaceful and undisturbed possession of the Owned Real Property and Leased Real Property. The Owned Real Property, Leased Real Property and Rail Spur Property has adequate means of ingress, egress, parking, curb cuts, drainage, and sewage to continue to operate the Owned Real Property, Leased Real Property and Rail Spur Property as they are currently operated. (d) The Company Subsidiary described in Schedule 3.16(d) is party, by succession, to the agreements (the "Rail Spur Agreements") under which it is entitled to utilize the rail spur (the "Rail Spur Property") described in and pursuant to the Rail Spur Agreements. The Rail Spur Agreements constitute all agreements related to such Company Subsidiary's rights and obligations with respect to the Rail Spur Property. Section 3.17 Material Customers and Suppliers. Schedule 3.17 sets forth on a consolidated basis for the Companies and the Company Subsidiaries: (a) the ten (10) largest suppliers by dollar volume of payments made by the Companies and the Company Subsidiaries to such suppliers during the twelve (12) month period ended on December 31, 2021 (each such supplier, a "Material Supplier'); and (b) the ten (10) largest customers by dollar volume of payments received by the Companies and the Company Subsidiaries from such customers during the twelve (12) month period ended on December 31, 2021 (each such customer, a "Material Customer"). As of the date hereof, no Material Customer or Material Supplier has provided any written notice, or to the Knowledge of Sellers, oral notice, to the effect that such Material Customer or Material Supplier intends to cease being a customer or supplier, as applicable, or intends to decrease the rate of, or change in any manner materially adverse to any Company or Company Subsidiary the terms with respect to, buying or supplying, as applicable, products and services from or to any Company or Company Subsidiary (whether as a result of the consummation of the transactions contemplated hereby or otherwise). To the Knowledge of Sellers, as of the date hereof, (i) no Material Customer or Material Supplier has advised any Company or Company Subsidiary of any material problem or dispute with any Material Customer or Material Supplier, (ii) no Material Customer or Material Supplier has provided any written notice, or to the Knowledge of Sellers, oral notice, to any Company or Company Subsidiary that such Material Customer or Material Supplier is or will be the subject of any voluntary or involuntary bankruptcy, solvency or other similar proceeding, (iii) no Material Customer or Material Supplier has provided any written notice, or to the Knowledge of Sellers, oral notice, to any Company or Company Subsidiary that the transactions contemplated hereby will adversely affect the relationship of any Company or Company Subsidiary with any Material Customer or Material Supplier and (iv) no Material Supplier has provided any written notice, or to the Knowledge of Sellers, oral notice, to -34- any Company or Company Subsidiary that a Material Supplier expects in the foreseeable future any material difficulty in obtaining, in the quantity and quality and at a price consistent with past practices, the raw materials or supplies required for the production of any product of any Company or Company Subsidiary. Section 3.18 Product Liability. During the three (3) years prior to the date of this Agreement, there have been no (a) material investigations of any products produced and, where applicable, packaged and labeled, by the Companies or any Company Subsidiary ("Products") or (b) Actions seeking damages reasonably likely to exceed $500,000 or more or any injunctive relief against the Companies or the Company's Subsidiaries for any product liability relating to the Products. Each Product that has been produced and, where applicable, packaged and labeled by the Companies or any Company Subsidiary during the three (3) years prior to the date of this Agreement complies in all material respects with all applicable contractual specifications, requirements and covenants and all express and implied warranties made by the Companies or Company Subsidiaries. Section 3.19 Insurance. Schedule 3.19 sets forth a true and complete list of all current and material insurance policies or binders covering the Companies and the Company Subsidiaries (the "Insurance Policies"). The Insurance Policies collectively are sufficient for compliance with all requirements of Law and all Contracts to which the Companies or any Company Subsidiary is a party or is otherwise bound, and do not provide for any retrospective premium adjustment or other experience -based liability on the part of the Companies or any Company Subsidiary. All premiums due and payable under all Insurance Policies have been paid. No default exists with respect to the obligations of any of the Companies or the Company Subsidiaries under any Insurance Policy, and neither the Companies nor any Company Subsidiary has received any notification of cancellation of any Insurance Policies. Each of the Companies and each Company Subsidiary has given notice to the applicable insurer of all insured claims. To the Knowledge of Sellers, (i) there are no facts upon which an insurer might be justified in reducing coverage or increasing premiums on existing Insurance Policies, and, (ii) there are no pending claims by the Companies or any Company Subsidiary to which the insurers have denied coverage or otherwise reserved rights. Section 3.20 Anti -Corruption. (a) In the past five (5) years, neither the Companies nor any Company Subsidiary, nor any of their respective officers, directors, employees, nor to the Knowledge of the Sellers any third -parties acting on their behalf have violated the U.S. Foreign Corrupt Practices Act of 1977 (as amended) or any other applicable law concerning anti -bribery or anti -corruption (collectively, "Anti -Corruption Laws"). In the past five (5) years, neither the Companies nor any Company Subsidiary, nor any of their respective officers, directors, employees, nor to the Knowledge of the Sellers any third -parties acting on their behalf have offered, paid, promised to pay, authorized, solicited, or received the payment of money or anything of value to or from any Person, including any Government Official: (i) to influence any official act or decision of Government Official; (ii) to induce a Government Official to do or omit to do any act in violation of a lawful duty; (iii) to induce a Government Official to influence the act or decision of a Governmental Entity, including any entity owned or controlled by a Governmental Entity; (iv) to secure any improper business advantage; (v) to obtain or retain business in any way related to Company or any Company Subsidiary or (vi) that would otherwise constitute a bribe, kickback, or other improper or illegal payment or benefit. (b) In the past five (5) years, neither the Companies nor any Company Subsidiary, nor any of their respective officers, directors, employees, nor to the Knowledge of the Sellers any third -parties acting on their behalf have been the subject of any actual or threatened (in writing) allegations, investigations (internal or government), litigation, voluntary or directed disclosures to any Governmental Entity or whistleblower reports in any way related to the Anti -Corruption Laws. The Companies and Company Subsidiaries have maintained and enforced policies and procedures designed to reasonably assure - 35 - compliance by the Business, their Subsidiaries, and their respective Representatives with Anti -Corruption Laws. Section 3.21 Trade Controls. Except as set forth on Schedule 3.21: (a) Neither the Companies nor any of the Company Subsidiaries, nor any of their respective officers, managers, or directors, nor to the Knowledge of Sellers, any of their employees, agents or other Representatives acting on behalf of the Companies or the Company Subsidiaries is a Sanctioned Person. (b) Neither the Companies nor any of the Company Subsidiaries, nor any of their respective officers, managers, directors, or employees, nor to the Knowledge of Sellers, any of their agents or other Representatives, in each case while acting for or on behalf of the Companies or the Company Subsidiaries, is or has been in the past five (5) years engaged in a transaction or dealing, directly or, to the Knowledge of Sellers, indirectly, with or involving a Sanctioned Country or Sanctioned Person, in each case in violation of applicable Sanctions; (c) Neither the Companies nor any of the Company Subsidiaries, nor any of their respective officers, managers, directors or employees, nor to the Knowledge of Sellers, any of their agents or other Representatives, in each case while acting for or on behalf of the Companies or the Company Subsidiaries, is or has been in the past five (5) years in violation of Sanctions or Export Control Laws or is or has been engaged in any activity that would reasonably be expected to result in Purchaser being designated as a target of Sanctions; and, (d) Neither the Companies nor any of the Company Subsidiaries, nor any of their respective officers, managers, directors or employees is subject to any pending or threatened (in writing) investigations or proceedings with respect to Sanctions or Export Control Laws. Section 3.22 CFIUS. None of the Companies nor any of the Company Subsidiaries (i) produce, design, test, manufacture, fabricate, or develop "critical technologies" as that term is defined in 31 C.F.R. § 800.215; (ii) perform the functions as set forth in column 2 of Appendix A to 31 C.F.R. part 800 with respect to covered investment "critical infrastructure"; or (iii) maintain or collect, directly or indirectly, "sensitive personal data" as that term is defined in 31 C.F.R. § 800.241; and, therefore, in turn, none of the Companies nor any of the Company Subsidiaries is a "TID U.S. business" within the meaning of 31 C.F.R. § 800.248. Section 3.23 Condition and Sufficiency of Assets. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property of the Companies and the Company Subsidiaries are in good working order and repair, except for ordinary wear and tear and ordinary and routine repairs and maintenance requirements, for assets of comparable age and past use, except where the failure to be in such condition would not reasonably be expected to be, individually or in the aggregate, material to the Companies and the Company Subsidiaries, taken as a whole. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by the Companies and the Company Subsidiaries, together with all other rights, properties, Contracts and assets of the Companies and the Company Subsidiaries, are sufficient in all material respects for the continued conduct of the Companies' and Company Subsidiaries' business after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property, Contracts and assets necessary to conduct the business of the Companies and the Company Subsidiaries as currently conducted. Section 3.24 Exclusivity of Representations. Notwithstanding anything to the contrary herein, it is the explicit intent of the Contracting Parties, and the Contracting Parties hereby agree, that the representations and warranties made by Sellers in this Article III (and qualified by the Schedules hereto) - 36 - are the exclusive representations and warranties made by Sellers or any other Person with respect to the Companies and the Company Subsidiaries, including the businesses and assets of each of them or the subject matter of this Agreement. Sellers hereby disclaim any other express or implied representations or warranties made by any Person with respect to the Companies or any Company Subsidiary or the businesses and assets of the Companies and the Company Subsidiaries, the Equity Interests and the transactions contemplated by this Agreement and any certificate, instrument or document delivered pursuant hereto. Except as expressly set forth herein, the condition of the assets of the Companies and the Company Subsidiaries shall be "as is", "where is" and "with all faults" and Sellers make no warranty of merchantability, suitability, adequacy, fitness for a particular purpose or quality with respect to the businesses and any of the assets of the Companies or any Company Subsidiary or as to the condition or workmanship thereof or the absence of any defects therein, whether latent or patent. Sellers are not, directly or indirectly, and no other Person on behalf of Sellers is, making any representations or warranties regarding any pro forma financial information, financial projections or other forward -looking prospects, risks or statements (financial or otherwise) of the Companies or any of the Company Subsidiaries made, communicated or furnished (orally or in writing) to Purchaser or its Affiliates or its or their Representatives (including any opinion, information, projection or advice in any management presentation or the confidential information memorandum provided to Purchaser and its Affiliates and its and their respective Representatives), and Sellers hereby disclaim all Liability and responsibility for any such information and statements. It is understood that any Due Diligence Materials made available to Purchaser or its Affiliates or their respective Representatives do not, directly or indirectly, and shall not be deemed to, directly or indirectly, contain representations or warranties of Sellers or their Affiliates or their respective Representatives. ARTICLE IV REPRESENTATIONS AND WARRANTIES REGARDING SELLERS Except as set forth in the Schedules, each Seller hereby jointly and severally represents and warrants to Purchaser as follows: Section 4.1 Due Organization and Corporate Power. Each Seller is an entity duly organized or incorporated and validly existing under the Laws of its jurisdiction of organization or incorporation or formation, as applicable, and has all requisite power and authority to own the Equity Interests owned by such Seller as set forth on Schedule 3.3(a), except where the failure to have such power and authority would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on such Seller's ability to consummate the transactions contemplated hereby. Section 4.2 Authorization, Noncontravention. (a) Each Seller has the requisite power and authority and has taken all corporate, limited liability company or other similar action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby and thereby, to perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby and the consummation by such Seller of the transactions contemplated hereby and thereby, have been duly and validly authorized. No other corporate, limited liability company or other similar action on the part of Sellers is necessary to authorize the execution, delivery and performance by Sellers of this Agreement or any other instrument or agreement to be delivered by Sellers as contemplated hereby and the consummation of the transactions contemplated hereby or thereby. This Agreement and all other instruments and agreements to be delivered by Sellers as contemplated hereby have been duly executed and delivered by Sellers and, assuming that this Agreement constitutes a valid and binding obligation of Purchaser, constitutes a valid and binding obligation of Sellers - 37 - enforceable by and against Sellers in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors' rights generally and by general equitable principles. (b) The execution and delivery of this Agreement and all other instruments and agreements to be delivered by Sellers as contemplated hereby do not, and the consummation of the transactions contemplated hereby and will not, (i) conflict with or result in a violation or breach of any of the provisions of Sellers' organizational or constitutional documents, as amended, (ii) subject to the consents, clearances, approvals, authorizations, declarations, filings and notices referred to in Section 4.3, conflict with, result in any breach of or any loss of any benefit under, constitute a default under (or an event that, with notice or lapse of time or both, would become a default), require any consent of any Person pursuant to, give to others any rights of termination, modification, amendment, acceleration or cancellation of, or require delivery of notice to any Person pursuant to, any material Contract of Sellers or (iii) subject to the consents, clearances, approvals, authorizations, declarations, filings and notices referred to in Section 4_3, conflict with or result in a violation or breach of any provision of any Law or Order applicable to Sellers or by which any of their assets or properties are bound or affected, except, in the case of clauses (ii) or (iii), for any such conflicts, breaches, defaults or violations that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Sellers' ability to consummate the transactions contemplated hereby. Section 4.3 Consents and Approvals. Assuming all filings, notices, authorizations, clearances, approvals, Orders, permits and consents required under the Antitrust Laws are made or obtained, no consent, clearance or approval of or filing with any Governmental Entity or any other third party, which has not been received or made, is necessary or required with respect to Sellers in connection with the execution and delivery of this Agreement by Sellers or the consummation by Sellers of the transactions contemplated by this Agreement, except for any consents or filings which, if not made or obtained, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Sellers' ability to consummate the transactions contemplated hereby. Section 4.4 Ownership of Equity Interests. Each Seller owns beneficially and of legal record all of the Equity Interests set forth opposite such Seller's name on Schedule 3.3. No Seller is party to any outstanding option, warrant, call, subscription or other right (including any preemptive right), agreement or commitment which obligates Sellers to issue, sell or transfer, or repurchase, redeem or otherwise acquire, any of the Equity Interests. There are no voting trusts or other agreements or understandings to which any Seller is a party with respect to the voting of any Equity Interests. Upon the payment of the Initial Purchase Price to Sellers at the Closing as contemplated hereby, (a) Elementis Global will convey good and valid title to its applicable Equity Interests to Purchaser and (b) each of Elementis Holdings and Elementis UK will convey full title guarantee to their applicable Equity Interests to the Purchaser, in each case, free and clear of any Lien or any other limitation whatsoever (other than restrictions imposed by applicable securities Laws). Section 4.5 Broker's or Finder's Fee. Except for the fees of Evercore Partners International LLP (whose fees and expenses shall be paid by Sellers), no agent, broker, Person or firm acting on behalf of Sellers is or shall be entitled to any fee, commission or broker's or finder's fees in connection with this Agreement or any of the transactions contemplated hereby from the Companies, Purchaser or their respective Affiliates. Section 4.6 Exclusivi , of Representations. The representations and warranties made by Sellers in this Article IV (as qualified by the Schedules hereto) are the exclusive representations and warranties made by Sellers or any other Person with respect to Sellers, including the assets of Sellers, or the subject matter of this Agreement. Sellers hereby disclaim any other express or implied representations or warranties made by any Person with respect to itself or any businesses and assets of Sellers, the Equity -38- Interests and the transactions contemplated by this Agreement and any certificate, instrument or document delivered pursuant hereto. ARTICLE V REPRESENTATIONS AND WARRANTIES OF PURCHASER Purchaser represents and warrant to Sellers as follows: Section 5.1 Due Organization, Good Standing and Corporate Power. Purchaser is a limited liability company duly organized and validly existing under the Laws of the state of Delaware and has all requisite power (corporate or otherwise) and authority to own, lease and operate its properties and to carry on its business as it is now being conducted. Purchaser is duly qualified or licensed to do business, and is in good standing (or the equivalent thereof), in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification necessary, except, in each case, for any such failures that would not, individually or in the aggregate, reasonably be likely to have a material adverse effect on the ability of Purchaser to consummate the transactions contemplated hereby. Section 5.2 Authorization: Noncontravention. (a) Purchaser has the requisite limited liability company power and authority and has taken all limited liability company action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by Purchaser as contemplated hereby and thereby, to perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement by Purchaser all other instruments and agreements to be delivered by Purchaser as contemplated hereby, the consummation by Purchaser of the transactions contemplated hereby and thereby have been duly and validly authorized. No other limited liability company action on the part of Purchaser is necessary to authorize the execution, delivery and performance of this Agreement or any other instruments and agreements to be delivered by Purchaser as contemplated hereby by Purchaser and the consummation of the transactions contemplated hereby or thereby. This Agreement and all other instruments and agreements to be delivered by Purchaser as contemplated hereby have been duly executed and delivered by Purchaser and, assuming that this Agreement constitutes a valid and binding obligation of Sellers, constitutes a valid and binding obligation of Purchaser, enforceable by and against Purchaser in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors' rights generally and by general equitable principles. (b) The execution, delivery and performance of this Agreement and all other instruments and agreements to be delivered by Purchaser as contemplated hereby do not, and the consummation of the transactions contemplated by this Agreement will not, (i) conflict with or result in a violation or breach of any of the provisions of the articles of incorporation or bylaws (or the equivalent thereof) of Purchaser, in each case, as amended, (ii) subject to the consents, clearances, approvals, authorizations, declarations, filings and notices referred to in Section 5.3, conflict with or result in a breach of or default under (or an event that, with notice or lapse of time or both, would become a default), or require any consent of any Person pursuant to, give to others any rights of termination, modification, amendment, acceleration or cancellation of, or require delivery of notice to any Person pursuant to, any material Contract to which Purchaser is a party or by which Purchaser or any of its assets is bound or subject or (iii) subject to the consents, clearances, approvals, authorizations, declarations, filings and notices referred to in Section 5.3, conflict with or result in a violation or breach of any provision of any Law or any Order applicable to Purchaser or by which any of its assets or properties are bound or affected, except, in the case of clauses (ii) or (iii) above, for any such conflicts, breaches, defaults or violations that would not - 39 - be reasonably likely to have, individually or in the aggregate, a material adverse effect on the ability of Purchaser to consummate the transactions contemplated by this Agreement. Section 5.3 Consents and Approvals. Assuming all filings, notices, authorizations, clearances, approvals, Orders, permits and consents required under the Antitrust Laws are made or obtained, no consent, clearance or approval of or filing with any Governmental Entity or any other third party, which has not been received or made, is necessary or required with respect to Purchaser in connection with the execution and delivery of this Agreement by Purchaser or the consummation by Purchaser of the transactions contemplated by this Agreement, except for (a) the consents or filings set forth on Schedule 3.4 and (b) any other consents or filings which, if not made or obtained, would not be reasonably likely to have, individually or in the aggregate, a material adverse effect on the ability of Purchaser to consummate the transactions contemplated by this Agreement. Section 5.4 Broker's or Finder's Fee. No agent, broker, Person or firm acting on behalf of Purchaser is, or shall be, entitled to any broker's fees, finder's fees or commissions from Purchaser in connection with this Agreement or any of the transactions contemplated hereby from the Contracting Parties or their respective Affiliates. Section 5.5 Sufficiency of Funds. As of the date hereof, Purchaser has, and through and at the Closing, Purchaser shall have, the financial capability and sufficient cash on hand or other sources of immediately available funds necessary to consummate the transactions contemplated by this Agreement on the terms and subject to the conditions set forth herein, including to enable them to make all payments under Section 2.3, pay all other amounts to be paid or repaid by Purchaser under this Agreement (whether payable on or after the Closing) and, pay all of Purchaser's and its Affiliates' fees and expenses associated with the transaction contemplated in this Agreement. The obligations of Purchaser under this Agreement are not contingent on the availability of financing. Section 5.6 Solvency. Purchaser is not entering the transactions contemplated hereby with actual intent to hinder, delay or defraud either present or future creditors. Immediately after giving effect to the transactions contemplated hereby, the Companies and the Company Subsidiaries will be Solvent. Immediately after giving effect to the transactions contemplated by this Agreement, each of the Companies and Company Subsidiaries will have adequate capital to carry on their respective businesses. Section 5.7 Litigation. There is no material Action by or before any Governmental Entity pending or, to the knowledge of Purchaser, threatened, against or affecting Purchaser, or any of its properties or rights with respect to the transactions contemplated hereby. Section 5.8 Contact with Customers and Suppliers. None of Purchaser, Purchaser Guarantor or any of its employees, agents, Representatives, financing sources or Affiliates has, without the prior written consent of the applicable Company, directly or indirectly contacted any officer, director, employee, equityholder, supplier, distributor, customer or other material business relation of any Company or any Company Subsidiary prior to the Closing for the purposes of discussing the Companies or any Company Subsidiary in connection with the transactions contemplated hereby. Section 5.9 Investment Intent. (a) Purchaser is acquiring the Equity Interests for its own account, for investment purposes only and not with a view toward, or for sale in connection with, any distribution thereof, nor with any present intention of distributions or selling the Equity Interests, in violation of the federal securities Laws or any applicable foreign or state securities Law. (b) Purchaser qualifies as an "accredited investor", as such term is defined in Rule 501(a) promulgated pursuant to the Securities Act. - 40 - (c) Purchaser understands that the acquisition of the Equity Interests to be acquired by it pursuant to the terms of this Agreement involves substantial risk. Purchaser and its officers have experience as an investor in securities and equity interests of companies such as the ones being transferred pursuant to this Agreement, and Purchaser can bear the economic risk of its investment (which may be for an indefinite period) and has such knowledge and experience in financial or business matters that Purchaser is capable of evaluating the merits and risks of its investment in the Equity Interests to be acquired by it pursuant to the transactions contemplated hereby. (d) Purchaser understands that the Equity Interests to be acquired by it pursuant to this Agreement have not been registered under the Securities Act. Purchaser acknowledges that such securities may not be transferred, sold, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act and any other provision of applicable state securities Laws or pursuant to an applicable exemption therefrom. Purchaser acknowledges that there is no public market for the Equity Interests and that there can be no assurance that a public market will develop. Section 5.10 Investigation by Purchaser, Companies' Liability (a) Purchaser has conducted its own independent investigation, verification, review and analysis of the business, operations, assets, Liabilities, results of operations, financial condition, technology and prospects of the Companies and the Company Subsidiaries, which investigation, verification, review and analysis was conducted by Purchaser and its Affiliates and, to the extent Purchaser deemed appropriate, by Purchaser's Representatives. Purchaser acknowledges that it and its Representatives have been provided adequate access to the personnel, properties, premises and records of the Companies and the Company Subsidiaries and the audit workpapers of the Companies' auditors for such purpose. In entering into this Agreement, Purchaser acknowledges that it has relied solely upon the aforementioned investigation, verification, review and analysis and not on any factual representation, warranty, inducement, promise, understanding, condition or opinion of Sellers or any of their Affiliates or their respective Representatives (except the specific representations and warranties of Sellers set forth in Article III and Article IV), and Purchaser acknowledges and agrees, to the fullest extent permitted by Law, that: (b) none of Sellers, the Companies, the Company Subsidiaries or any of their respective directors, officers, equityholders, stockholders, employees, Affiliates, controlling Persons, agents, advisors or Representatives or any other Person makes or has made any oral or written representation or warranty, either express or implied, as to the accuracy or completeness of (i) any of the information set forth in management presentations relating to the Companies or any Company Subsidiary made available to Purchaser, its Affiliates or its Representatives, in materials made available in any "data room" (virtual or otherwise), including any cost estimates delivered or made available, financial projections or other projections, in presentations by the management of the Companies or any Company Subsidiary, in "break-out" discussions, in responses to questions submitted by or on behalf of Purchaser, its Affiliates or its Representatives, whether orally or in writing, in materials prepared by or on behalf of the Companies or any Company Subsidiary, or in any other form (such information, collectively, "Due Diligence Materials"), or (ii) any information delivered or made available pursuant to Section 6.1, or (iii) the pro - forma financial information, projections or other forward -looking statements of the Companies or any Company Subsidiary, in each case in expectation or furtherance of the transactions contemplated by this Agreement; and (c) without limiting the generality of the foregoing, Sellers make no representation or warranty regarding any third party beneficiary rights or other rights which Purchaser might claim under any studies, reports, tests or analyses prepared by any third parties for Sellers, the Companies or any of their respective Affiliates, even if the same were made available for review by Purchaser or its Representatives; -41 - Section 5.11 Tax Classification. Purchaser is classified as a corporation for U.S. federal income tax purposes. Section 5.12 Compliance with Laws. (a) Except for such non-compliance as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Purchaser to timely perform its obligations hereunder or timely consummate the transactions contemplated hereby, Purchaser is in compliance with all Laws and Orders applicable to it. (b) Neither Purchaser nor Purchaser Guarantor is a Person that is, or is owned or controlled by Persons that are Sanctioned Persons. (c) Neither Purchaser nor any of its Subsidiaries shall make, directly or indirectly, any payments under this agreement using funds related to any activities, business, or transaction involving or with any Sanctioned Person, or an in any manner that would result in the violation of any applicable Sanctions by any Person that is party to this Agreement. Section 5.13 Exclusivity of Representations. The representations and warranties made by Purchaser in this Article V are the exclusive representations and warranties made by Purchaser. Purchaser hereby disclaims any other express or implied representations or warranties with respect to itself. ARTICLE VI COVENANTS Section 6.1 Access to Information Concerning Properties and Records. (a) During the period commencing on the date hereof and ending on the earlier of (i) the Closing Date and (ii) the date on which this Agreement is terminated pursuant to Section 8.1, Sellers shall cause the Companies and the Company Subsidiaries to, upon reasonable notice, (i) provide true, correct and complete copies of the books, records, Contracts, financial and operating data and other information with respect to the Companies and the Company Subsidiaries as Purchaser may reasonably request, (ii) at least ten (10) days prior to filing any Return, submit a copy of such Return to Purchaser for Purchaser's review and approval, which approval shall not be unreasonably withheld and (iii) afford Purchaser and its Representatives (at Purchaser's sole cost and expense), reasonable access during normal business hours to the officers, directors, employees in management positions, accountants, properties and facilities of the Companies and the Company Subsidiaries, in each case, to the extent reasonably necessary for Purchaser to familiarize itself with such properties and other related matters; provided, that (x) such access shall not unreasonably disrupt the operations of any Company or any Company Subsidiary, (y) no such access shall be permitted other than in the presence of Sellers or one of their Representatives and (z) any of the Sellers, the Companies and/or Company Subsidiaries may restrict the foregoing access and shall not be required to (A) provide any information or access that Sellers or the Companies reasonably believe could violate applicable Law, including Antitrust Laws and data protection Laws, rules or regulations or the terms of any applicable confidentiality obligation or cause forfeiture of attorney -client privilege or an attorney work -product privilege, (B) provide any competitively sensitive information or information relating to the sale process, bids received from other Persons in connection with the transactions contemplated by this Agreement and information and analysis (including financial analysis) relating to such bids, (C) conduct, or permit Purchaser or any of its Representatives to conduct, any Phase II environmental site assessment or other invasive environmental assessment, investigation, testing or sampling at or relating to any real property owned by or leased any of the Companies and/or any Company Subsidiary or (D) provide any information or access if doing so would violate any COVID-19 Measure or policy or guideline related to COVID-19 or if doing so would, in the reasonable determination of Sellers, endanger - 42 - the health and safety of the personnel of the Companies or any Company Subsidiary as a result of COVID- 19 or any worsening or resurgence thereof. Purchaser acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, all documents, materials, communications, analyses and other information relating to the sale process, bids received from Purchaser and other Persons in connection with the transactions contemplated by this Agreement that are in the possession of the Companies or any of the Company Subsidiaries as of the date of this Agreement and through the Closing will be transferred to Sellers prior to, or as of, the Closing and Sellers shall not be required to grant access to such documents, materials and other information to Purchaser or any of its respective Affiliates at any time. (b) Purchaser acknowledges and agrees that (i) nothing contained in this Agreement shall be construed to give Purchaser, directly or indirectly, rights to control or direct any Company's or any Company Subsidiary's operations prior to the Closing, (ii) prior to the Closing, the Companies and the Company Subsidiaries shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of their and the Company Subsidiaries' operations and (iii) notwithstanding anything to the contrary set forth herein, no consent of Purchaser shall be required with respect to any matter set forth in Section 6.4 or elsewhere in this Agreement to the extent the requirement of such consent would, upon the advice of Sellers' outside counsel, violate any Law or be inconsistent with the requirements of any Governmental Entity. Section 6.2 Confidentiality. Information obtained by Purchaser and its Representatives in connection with the transactions contemplated by this Agreement shall be subject to the provisions of the letter agreement, dated as of August 26, 2022, by and between Yildirim Holding A.S. and Sellers' Parent (the "Confidentiality Agreement'). The terms of the Confidentiality Agreement shall survive the termination of this Agreement and continue in full force and effect thereafter and the Confidentiality Agreement shall not be modified, waived or amended without the written consent of Sellers. After the Closing Date, the Confidentiality Agreement shall be deemed to have been terminated by the parties thereto as it relates to the confidential information regarding the Companies and the Company Subsidiaries and shall no longer be binding. Section 6.3 Non -Competition; Non -Solicitation. (a) For a period of two (2) years commencing on the Closing Date (the "Restricted Period"), Sellers' Parent and each Seller shall not, and shall not permit any of their controlled Affiliates to, directly or indirectly, (i) engage in or participate in the management or operation of the Restricted Business in the Territory or (ii) have an ownership interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder or member. Notwithstanding the foregoing, Sellers' Parent, each Seller and their controlled Affiliates may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if Sellers' Parent or any Seller, as applicable, is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own five percent (5%) or more of any class of securities of such Person. (b) During the Restricted Period, Sellers' Parent and each Seller shall not, and shall not permit any of their controlled Affiliates to, directly or indirectly, hire or solicit any Business Employee or Business Service Provider or encourage any such employee to leave such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provide that nothing in this Section 6.3(b) shall prevent Sellers' Parent, Sellers or any of their controlled Affiliates from hiring (i) any Business Employee or Business Service Provider whose employment has been terminated by the Companies, the Company Subsidiaries or Purchaser, (ii) any Business Employee or Business Service Provider from the time that is one hundred eighty (180) days after such Business Employee or Business Service Provider voluntarily quits the employ of the Companies, the Company Subsidiaries or Purchaser, as applicable, or (iii) any Person who contacts Sellers' Parent, Sellers or any of their controlled Affiliates - 43 - on his or her own initiative without any direct or indirect solicitation by or encouragement from Sellers' Parent or such Seller or controlled Affiliate, as the case may be. (c) Sellers' Parent and each Seller acknowledge that a breach or threatened breach of this Section 6.3 would give rise to irreparable harm to Purchaser, for which monetary damages would not be an adequate remedy, and hereby agree that in the event of a breach or a threatened breach by Sellers' Parent or any Seller of any such obligations, Purchaser shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief, in each case, upon being finally determined by a court of competent jurisdiction (without any requirement to post bond). (d) Sellers' Parent and each Seller acknowledge that the restrictions contained in this Section 6.3 are reasonable and necessary to protect the legitimate interests of Purchaser and constitute a material inducement to Purchaser to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.3 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court of competent jurisdiction is expressly empowered to modify such covenant, and such covenant shall be deemed modified, in such jurisdiction as determined by such court. The covenants contained in this Section 6.3 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction. Section 6.4 Conduct of the Business of the Companies Pending the Closing Date. (a) Sellers agree that, except (A) as set forth on Schedule 6.41 (B) as may be required by this Agreement, (C) as required by Law or by a Governmental Entity or (D) in connection with any COVID-19 Measures, during the period commencing on the date hereof and ending at the earlier of (x) the Closing and (y) termination of this Agreement pursuant to Section 8.1, Sellers shall cause the Companies and the Company Subsidiaries to (i) conduct their respective operations in the ordinary course of business consistent with past practice, (ii) preserve intact its corporate existence, (iii) use their commercially reasonable efforts to preserve intact its and their goodwill and business organization, and maintain in all material respects satisfactory relationships with material customers, suppliers, resellers, licensors, distributors and others having business relationships with it, (iv) keep available the services of its current officers, (v) use its commercially reasonable efforts to preserve in all material respects its present properties and its tangible and intangible assets, (vi) comply in all material respects with all applicable Laws, (vii) use its commercially reasonable efforts to comply in all material respect with Material Contracts, (viii) use its commercially reasonable efforts to maintain all existing licenses and permits applicable to its operations and businesses and (ix) use its commercially reasonable efforts to renew the Insurance Policies and maintain coverage under the Insurance Policies covering the Companies and the Company Subsidiaries consistent with past practices. (b) Without limiting Section 6.4(a), and as an extension thereof, except (A) as set forth on Schedule 6.4, (B) as may be required by this Agreement, (C) as required by Law or by a Governmental Entity or (D) in connection with any COVID-19 Measures, during the period commencing on the date hereof and ending at the earlier of (x) the Closing and (y) termination of this Agreement pursuant to Section 8_1, Sellers shall cause the Companies and the Company Subsidiaries not to, directly or indirectly, do, or agree to do, any of the following without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): -44- (i) make any change in or amendment to its organizational or constitutional documents; (ii) issue, sell, pledge, dispose of, encumber or transfer, or authorize any of the foregoing, any Equity Interests or any other ownership interests of the Companies and Company Subsidiaries, as applicable, or any securities convertible into or exchangeable for, or options, warrants or rights to purchase or subscribe for, or enter into any Contract with respect to the issuance or sale of, any Equity Interests, capital stock or any other ownership interests of the Companies and Company Subsidiaries, as applicable; (iii) (A) sell, lease, license, transfer or otherwise dispose of any of its properties, except for (x) sales of inventory (which for the avoidance of doubt shall not include spare parts) in the ordinary course of business or (y) non-exclusive licenses of Intellectual Property granted in the ordinary course of business, or (B) acquire (including by merger, consolidation, license or sublicense) any interest in or substantial portion of the assets or business of any Person; (iv) mortgage, pledge or subject to any Lien any portion of its properties or assets, other than Permitted Liens; (v) make, commit to make or authorize any capital expenditures greater than $250,000 in the aggregate, except (A) so as to address, contain, or remedy any event or occurrence that Sellers determine in good faith is an emergency that occurs related to the business of the Companies and the Company Subsidiaries, provided, however, Sellers shall promptly (within two (2) Business Days) notify Purchaser of such emergency and provide reasonable particulars within four (4) Business Days of the applicable emergency along with the proposed resolution and approximate budget (provided, that, if Sellers notify Purchaser of their intent to make any such emergency capital expenditure requiring Purchaser's prior written consent and Purchaser does not respond to Sellers within three (3) Business Days of delivery of such notice, Purchaser shall be deemed to have consented to such capital expenditure hereunder), and (B) with respect to any such capital expenditures made between the date hereof and December 31, 2022, for such capital expenditures or commitments that are reflected in the current capital expenditures budget previously set forth on Schedule 6.4(b)(v); (vi) other than in the ordinary course of business, amend in any material respect or terminate any Material Contract or enter into a Contract which, had it been entered into prior to the date hereof, would have been a Material Contract; rop vided, however, that the Companies and the Company Subsidiaries may renegotiate the terms of, or otherwise extend, any Material Contract that has expired in accordance with its terms prior to the date hereof or is scheduled to expire between the date hereof and the End Date so long as such renegotiation or extension does not provide for terms that are adverse in any material respect to the Companies or any Company Subsidiary; (vii) enter into any Contracts with any customer or supplier that contain "change of control" or similar provisions that would require such customer or supplier's consent in connection with the transactions contemplated by this Agreement; (viii) incur any Indebtedness other than letters of credit incurred in the ordinary course of business, borrowings under existing credit facilities or indebtedness that is (A) less than or equal to three (3) times the EBITDA of the Companies as calculated in accordance with the 2021 Audited Financial Statements and (B) for a term of no less than three (3) years; (ix) except as required pursuant to any Employee Benefit Plan (as in effect on the date hereof), (A) increase the level of, or accelerate the timing of payment, vesting, or funding of, - 45 - compensation or benefits to any Business Employee or Business Service Provider, other than increases in salary or wages in the ordinary course of business to non -management level Business Employees and Business Service Providers, (B) materially modify, amend or terminate (x) any Company Plan or (y) any Employee Benefit Plan to the extent such amendment has a material impact on any Business Employee or Business Service Provider, other than broad -based modifications or amendments in the ordinary course of business that impact all participants in such Employee Benefit Plan uniformly, (C) establish any plan, program, agreement or arrangement that would be a Company Plan if in effect as of the date hereof, (D) hire or engage, or terminate (other than for cause) any management -level Business Employee (provided that Sellers or one of their Subsidiaries may hire or engage an employee as a replacement for a previously terminated Business Employee), (E) forgive any loans, or issue any loans (other than those forgiven or issued in the ordinary course of business) to any current or former Business Employee or Business Service Provider, (F) enter into or materially amend any employment agreement providing for annual compensation in excess of $80,000, or (G) transfer or permit the transfer of the employment of any employee in or out of the Companies or the Company Subsidiaries and to or from the Sellers or their other Affiliates such that any employee who would currently be a Business Employee would cease to be a Business Employee or any employee of the Sellers or their Affiliates who is not currently a Business Employee would become a Business Employee (except as expressly permitted by Section 6.7(a) and Section 6.7(b) hereof); (x) cancel or forgive any material Indebtedness owed to any of the Companies or any Company Subsidiary, other than Indebtedness of the Companies owed to a Company Subsidiary or Indebtedness for borrowed money of a Company Subsidiary to any Company or to another Company Subsidiary; (xi) except as may be required by any Governmental Entity or under MRS or other applicable accounting rules or standards, make any material change in its methods, principles and practices of accounting, including Tax accounting policies and procedures; (xii) enter into any agreement with respect to the voting of its capital stock (or other equity securities); (xiii) reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock (or other equity securities); (xiv) waive, release, assign, settle or compromise any material rights or claims, or any material litigation or arbitration; (xv) adopt a plan of for the winding up, liquidation, dissolution or reorganization of the Companies or any Company Subsidiary or appoint a receiver, administrator or administrative receiver, trustee or similar officer of its assets or revenues; (xvi) lay-off or terminate employees in a manner that is reasonably likely result in a material liability under the WARN Act; (xvii) (A) materially accelerate or delay collection of notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of business; (B) materially delay or accelerate payment of any account payable in advance of its due date or the date such liability would have been paid in the ordinary course of business; (C) make any changes to cash management policies; (D) materially delay or postpone the repair or maintenance of their properties; or (E) vary any inventory purchase practices in any material respect from past practices; - 46 - (xviii) fail to keep in force Insurance Policies or replacement or revised provisions providing insurance coverage with respect to the assets, operations and activities of the Companies and each Company Subsidiary as are substantially similar to the policies currently in effect; (xix) make or change any Tax election, including any election regarding the classification of any Company or Company Subsidiary for U.S. federal income tax purposes; settle or compromise any claim, notice, audit report or assessment in respect of Taxes; change any annual Tax accounting period; adopt or change any method of Tax accounting; file any amended Return; enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, closing agreement or similar Contract; surrender any right to claim a Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; or (xx) authorize any of, or commit or agree to take any of, the foregoing actions in respect of which it is restricted by the provisions of this Section 6.4. (c) Notwithstanding anything contained in this Agreement to the contrary, the Companies and the Company Subsidiaries shall be permitted to maintain through the Closing Date the cash management systems of the Companies and the Company Subsidiaries, maintain the cash management procedures as currently conducted by the Companies and the Company Subsidiaries, and periodically settle intercompany balances consistent with past practices (including through dividends and capital contributions and all such intercompany balances shall be settled at the Closing in accordance with their terms). The Companies and the Company Subsidiaries are allowed to dividend or distribute any and all Cash and Cash Equivalents of the Companies and the Company Subsidiaries, including with respect to factoring and receivables, to Sellers at any time immediately prior to Closing. (d) Purchaser hereby agrees that it is not authorized to and shall not (and shall not authorize any of its Affiliates and its and their employees, counsel, accountants, consultants, financing sources and other authorized Representatives to) contact, whether directly or indirectly, any competitor, supplier, distributor, customer, agent or Representative of the Companies or any Company Subsidiary prior to the Closing with respect to the transactions contemplated hereby without the prior written consent of Sellers (such consent not to be unreasonably withheld, conditioned or delayed). Section 6.5 Reasonable Best Efforts. (a) Except as otherwise set forth in this Agreement, subject to the terms and conditions set forth herein, and to applicable legal requirements, each of Sellers and Purchaser shall cooperate and use their respective reasonable best efforts to take, or cause to be taken, all necessary action, and do, or cause to be done, and assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as practicable, the transactions contemplated hereby, including the satisfaction of the respective conditions set forth in Article VII, and including without limitation, the transfer or reissuance of any Permit required under applicable Law (including Environmental Permits) and, to the extent legally transferable and either required by Law or Contract or necessary for the operation of the business of each Company and the Company Subsidiaries as currently operated, the transfer of Registration Data, the technical registrations and certifications, substance registrations to the relevant inventories (including pre -registrations and registrations to REACH), marketing rights and the applications therefor, to the extent such registrations and certifications, rights and applications relate to the operation of the Business, together, to the extent legally transferable, with the co -ownership in the supporting documentation, including the pertaining registration dossiers, adverse events reports, historical adverse events data and periodic safety update reports. (b) From the date hereof until the Closing Date, the Companies and each Company Subsidiary shall, and the Sellers shall cause the Companies and each Company Subsidiary to, use - 47 - commercially reasonable efforts to (i) obtain all authorizations, consents, approvals or assignments of, and give all notices to be obtained or given in connection with the transactions contemplated by this Agreement to all third parties required under the Contracts mutually agreed to in good faith between Purchaser and Sellers as promptly as reasonably practical after the date hereof (the "Specified Contracts") and (ii) terminate any liens, financing statements and/or any other evidence of a security interest of lien set forth on Schedule 1.1(b) that (x) Sellers identify in good faith as relating to Indebtedness of the Companies or any Company Subsidiary that is no longer outstanding or (y) that relates to Indebtedness or other obligations that the Purchaser and Sellers agree shall be paid off in full and terminated on or prior to the Closing Date, which Indebtedness is mutually agreed to in good faith between Purchaser and Sellers as promptly as reasonable practical after the date hereof. If any authorization, consent, approval or assignment pursuant to a Specified Contract is not obtained prior to the Closing Date, then, solely to the extent not prohibited under applicable Law, Purchaser and the Sellers shall, for a period of six (6) months following the Closing Date (or the remaining term of any applicable Specified Contract, if shorter), (A) use their respective commercially reasonable efforts to cooperate with each other to obtain or effect such authorization, consent, approval or assignment, and (B) cooperate in a lawful and reasonable arrangement proposed by Purchaser designed to provide the Purchaser with the benefits of such Specified Contract. Purchaser shall be responsible for performing all obligations under each such Specified Contract after the Closing Date. (c) Except as expressly set forth herein (including Section 6.6), Purchaser agrees that none of the Companies, the Company Subsidiaries, or Sellers shall have any Liability whatsoever to Purchaser or any of its Affiliates (and Purchaser and its Affiliates shall not be entitled to assert any claims) arising out of or relating to the failure to obtain any authorizations, consents, approvals or assignments or give any notices that may have been or may be required in connection with the transactions contemplated by this Agreement or because of the default, acceleration or termination of or loss of right under any such Contract or other agreement as a result thereof. (d) Nothing herein, including the cooperation or the "reasonable best efforts" or "commercially reasonable efforts", shall include any requirement of the Companies, the Company Subsidiaries, or Sellers to expend money, commence any litigation or arbitration proceeding, or offer or grant any accommodation (financial or otherwise) to any third party other than (i) during the period from the date hereof until the Closing, any expenditures or accommodations that are contingent upon the consummation of the Closing and (ii) pursuant to the obligations of the Companies, the Company Subsidiaries, and Sellers set forth in Section 6.6 (Regulatory Approvals). Section 6.6 Re u�ry Approvals. (a) Purchaser and Sellers shall (and Sellers shall cause the Companies and the Company Subsidiaries to) use reasonable best efforts to (i) take all actions necessary to file or cause to be filed the filings required of it or any of its Affiliates in connection with or which are necessary to consummate the transactions contemplated by this Agreement with any applicable Governmental Entity or required under applicable Antitrust Laws as promptly as practicable (and with respect to filings pursuant to the HSR Act, within ten (10) Business Days after the date hereof); (ii) take actions necessary to obtain the required consents from Governmental Entities pursuant to Antitrust Laws for the transactions contemplated by this Agreement as promptly as practicable, and in any event prior to the End Date; (iii) at the earliest practicable date comply with (or properly reduce the scope of) any formal or informal request for additional information or documentary material received by it or any of its Affiliates from any Governmental Entity pursuant to any Antitrust Laws in connection with the transactions contemplated by this Agreement and (iv) consult and cooperate with the other parties hereto, and consider in good faith the views of the other parties hereto, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any applicable Antitrust Laws in connection with the transactions contemplated by this Agreement. Each Purchaser and Sellers shall (and Sellers shall cause the Companies - 48 - and the Company Subsidiaries to) promptly notify one another of any written communication made to or received by either Purchaser, Sellers and/or any Company or the Company Subsidiaries, as the case may be, from any Governmental Entity regarding any of the transactions contemplated hereby, and, subject to applicable Law, if practicable, permit the other parties hereto to review in advance any proposed substantive written communication to any such Governmental Entity and incorporate the other parties' reasonable comments, not agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of any filing, investigation or inquiry concerning this Agreement or the transactions contemplated hereby unless, to the extent reasonably practicable, it consults with the other parties hereto in advance and, to the extent permitted by such Governmental Entity, gives the other parties the opportunity to attend, and furnish the other parties hereto with copies of all correspondence, filings and written communications between them and their Affiliates and their respective Representatives on one hand and any such Governmental Entity or its respective staff on the other hand, with respect to this Agreement and the transactions contemplated hereby. (b) Purchaser shall be responsible for the payment of all filing fees under the HSR Act and under any other applicable Antitrust Laws with respect to the transactions contemplated by this Agreement. (c) Purchaser shall not, and shall cause its Affiliates not to, acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets, if the entering into of a definitive agreement relating to, or the consummation of such acquisition, merger or consolidation would reasonably be expected to: (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consents of any Governmental Entity pursuant to Antitrust Laws necessary to consummate the transactions contemplated hereby or the expiration or termination of any applicable waiting period pursuant to any Antitrust Law; (ii) materially increase the risk of any Governmental Entity entering an Order pursuant to Antitrust Law prohibiting the consummation of the transactions contemplated hereby; (iii) materially increase the risk of not being able to remove any such Order on appeal or otherwise; or (iv) materially delay or prevent the consummation of the transactions contemplated hereby. (d) Purchaser shall, and shall cause its Affiliates to, use reasonable best efforts to take all actions necessary to avoid or eliminate any impediment under any applicable Antitrust Law so as to enable the consummation of the transactions contemplated hereby to occur as promptly as practicable (and in any event no later than the End Date), including taking all actions necessary to resolve any objections that may be asserted by any Governmental Entity with respect to the transactions contemplated by this Agreement under any applicable Antitrust Law. Without limiting the generality of the foregoing, Purchaser shall use reasonable best efforts to: (i) agree to restrictions and conditions, if any, necessary under applicable Antitrust Laws in order to obtain any required clearance or termination or expiration of any applicable waiting period including (1) agreeing to sell, divest, hold separate, license, cause a third party to acquire, or otherwise dispose of, any Subsidiary, operations, divisions, businesses, product lines, customers or assets of Purchaser, Purchaser's Affiliates, any Company or any Company Subsidiary (a "Divestiture"), (2) taking or committing to take such other actions that may limit Purchaser, Purchaser's Affiliates, any Company's or any Company Subsidiary's freedom of action with respect to, or its ability to retain, one or more of its operations, divisions, businesses, products lines, customers or assets, and (3) entering into any Order, consent decree or other agreement to effectuate any of the foregoing; - 49 - (ii) terminate any Contract or other business relationship as may be required to obtain any necessary clearance of any Governmental Entity or to obtain termination of any applicable waiting period under any applicable Antitrust Laws; and (iii) oppose fully and vigorously (with Sellers' full cooperation) any request for, the entry of, and seek to have vacated or terminated, any Order, judgment, decree, injunction or ruling of any Governmental Entity that would restrain, prevent or materially delay the Closing, including by defending through litigation, any Action asserted by any Governmental Entity and by exhausting all avenues of appeal, including appealing properly any adverse decision or Order by any Governmental Entity. Sellers (A) shall not, and shall cause their Affiliates not to, without Purchaser's prior written consent and (B) shall, and shall cause their Affiliates to, if requested in writing by Purchaser, in each case of (A) and (B), offer, propose, negotiate, agree to, commit to, effect or implement any of the actions described in this Section 6.6(d). (e) Notwithstanding the foregoing or anything in this Agreement to the contrary, Purchaser shall not be required to, in connection with obtaining any consents and taking any other actions pursuant to this Section 6.6, or in connection with otherwise complying with any provisions of this Agreement, consent to or take any action of the types described above, including proposing or making any Divestiture or other undertaking or proposing, accepting or entering into any consent decree, hold separate order or operational restriction, if such action, individually or in the aggregate with other actions taken pursuant to this Section 6.6, would reasonably be expected to have a material adverse effect (i) on the Companies and the Company Subsidiaries taken as a whole or (ii) Purchaser and its Affiliates taken as a whole (but deemed for this purpose to be the same size as the Companies and the Company Subsidiaries taken as a whole), as applicable. Section 6.7 Employee Benefits. (a) Sellers and their Subsidiaries shall take all action necessary to ensure that, as of immediately prior to the Closing, each US Business Employee and each Business Service Provider is employed or engaged, as applicable, by a Company or a Company Subsidiary. Notwithstanding the foregoing, with respect to any US Business Employee who, as of the Closing Date, is not actively in service due to a short-term or long-term disability leave or other approved leave of absence (each, a "Leave Employee"), Sellers shall take all actions necessary to provide that the employment of such Leave Employee shall, as of or prior to the Closing Date, be transferred to Sellers or one of their Affiliates other than the Companies or the Company Subsidiaries, and Sellers and Purchaser shall thereafter cooperate to provide for such Leave Employee to transfer employment to Purchaser or one of its Affiliates on terms consistent with this Section 6.7 after the Closing and upon his or her return to active service, provided that such Leave Employee returns to active service within six (6) months after the Closing Date. Any Leave Employee who commences employment with Purchaser or one of its Affiliates pursuant to the foregoing sentence shall be deemed a "Company Employee" (as defined below) for all purposes under this Agreement beginning on the date upon which he or she so commences employment. (b) The UK Business Employee and the Taiwan Business Employee shall remain employed by Sellers or one of their Subsidiaries, for the period of time specified in the Transition Services Agreement following the Closing (the "TSA Period"), and on the terms and conditions set forth in the Transition Services Agreement. For the sake of clarity, it is intended that the UK Business Employee and the Taiwan Business Employee will not automatically transfer employment to Purchaser or one of its Affiliates in connection with the consummation of the transactions contemplated by this Agreement; provided, however, that if the UK Business Employee's employment automatically transfers to Purchaser or one of its Affiliates, then Purchaser or its applicable Affiliate shall be entitled to terminate the -50- employment of the UK Business Employee at any time during the term of the intended TSA Period or within thirty (30) days thereafter, and Sellers shall indemnify Purchaser and its Affiliates for all Liabilities resulting from the UK Business Employee's automatic transfer, and termination, of employment. Upon the conclusion of the TSA Period, Purchaser shall have the right, but not the obligation, to offer employment to the UK Business Employee and/or the Taiwan Business Employee on terms and conditions consistent with this Section 6.7 (any such offer, a "Non -US Business Employee Offer"). If Purchaser or one of its Affiliates desires to make a Non -US Business Employee Offer to the UK Business Employee and/or the Taiwan Business Employee pursuant to the foregoing sentence, Purchaser must notify Sellers of its intent to do so no later than 10 Business Days prior to the conclusion of the TSA Period. If either of the UK Business Employee or the Taiwan Business Employee, as applicable, accepts a Non -US Business Employee Offer, then (i) such Business Employee(s) will be deemed "Company Employee(s)" for all purposes under this Agreement beginning on the date upon which such Business Employee(s) commences employment with Purchaser or its Affiliate (the "Non -US Business Employee Hire Date"), (ii) Purchaser and its Affiliates shall be responsible for all Liabilities associated with the compensation and benefits for such Business Employee(s) to the extent attributable to his employment or engagement with Purchaser or its Affiliates from and after the Non -US Business Employee Hire Date, and (iii) Seller and its Affiliates will assume or retain, and forever indemnify and hold harmless Purchaser and its Affiliates from and against, all Liabilities relating to such Business Employee's employment or engagement with Seller and its Affiliates prior to the Non -US Business Employee Hire Date, regardless of when they arise, including, for the avoidance of doubt, any Liabilities resulting from the termination of employment of such Business Employee with Seller or its Affiliates, all Liabilities in respect of retention or transaction bonus payments or other amounts payable in connection with the Closing that would be considered Company Transaction Expenses, and, in respect of the UK Business Employee, all liabilities associated with the Elementis Group Pension Scheme (including any early retirement, severance or redundancy enhancements or other rights of the type discussed in the case of Beckmann v. Dynamco Whicheloe Macfarlane Ltd or other relevant case law), which such Liabilities related to the Elementis Group Pension Scheme shall be, for the sake of clarity, Seller Plan Liabilities. If Purchaser and its Affiliates elect not to make an offer of employment to either of the UK Business Employee or the Taiwan Business Employee pursuant to this Section 6.7(b), then such Business Employee to whom an offer is not made shall remain employed by Sellers or one of their Subsidiaries unless and until such Business Employee voluntarily resigns his employment or his employment is involuntarily terminated by Sellers and their Subsidiaries. Upon any such termination of employment, Sellers and their Subsidiaries shall assume or retain, and forever indemnify and hold harmless Purchaser and its Affiliates from and against, all Liabilities of any kind related to the applicable Business Employee, regardless of when they were incurred or when they arise, including for the avoidance of doubt, any Liabilities related to any pension, severance, termination, redundancy, or other payments or benefits that may become due or payable to such individual, and any Liabilities associated therewith. In the event Purchaser or its Affiliate makes a Non -US Business Employee Offer to the UK Business Employee or the Taiwan Business Employee and such Business Employee accepts such Non -US Business Employee Offer, the Seller shall promptly pay to Purchaser (or shall offset against amounts owing under the Transition Services Agreement) (x) an amount in cash equal to the amount of Accrued Bonuses in respect of such Business Employee that would have been included in Indebtedness had such Business Employee been considered a Company Employee as of the Closing Date, and (y) the amount of such Business Employee's accrued but unused vacation, sick leave and paid personal time (unless such amount is paid out to such Business Employee in connection with his termination of employment with Seller and its Affiliates) that would have been included as a current liability in the calculation of Working Capital had such Business Employee been considered a Company Employee as of the Closing Date. (c) For a period of one (1) year immediately following the Closing Date (or, if earlier, until the termination of employment of the relevant Company Employee (as defined below)), Purchaser shall provide or cause the Companies and/or any Company Subsidiary to provide to each US Business Employee (and the UK Business Employee and the Taiwan Business Employee, to the extent applicable) -51- who is employed by the Companies or a Company Subsidiary as of immediately prior to the Closing ("Company Employees") (i) a base salary or wage rate level and target annual cash incentive opportunities, in each case, that are at least equal to the base salary or hourly wage level and target cash incentive opportunities to which they were entitled immediately prior to the Closing (subject to the requirements of Section 6.7(h) hereof, with respect to the Closing Performance Period, and (ii) other benefits and perquisites (including severance) that are substantially comparable to the benefits, perquisites and other terms and conditions that they were entitled to receive immediately prior to the Closing (excluding benefits under defined benefit pension, nonqualified deferred compensation, retention, transaction, retiree medical, and change in control plans or programs. (d) Purchaser or one of its Affiliates shall use commercially reasonable efforts to (i) cause any pre-existing conditions or limitations and eligibility waiting periods under any group health plans in which Company Employees are eligible to participate immediately following the Effective Time (including any Company Plans or group health plans of Purchaser or any of its Affiliates (any such plans, "Purchaser Plans")) to be waived with respect to Company Employees and their eligible dependents, (ii) give each Company Employee credit for the plan year in which the Closing occurs towards applicable deductibles and annual out-of-pocket limits for medical expenses incurred prior to the Closing for which payment has been made under any group health plans in which Company Employees are eligible to participate immediately following the Effective Time (including any Purchaser Plan) and (iii) to the extent that it would not result in a duplication of benefits and to the extent that such service was recognized under a similar Employee Benefit Plan, give each Company Employee service credit for such Company Employee's employment with Sellers and their Subsidiaries (and any of their predecessors) for purposes of vesting, eligibility to participate and level of benefits (but not for benefit accrual purposes under any defined benefit pension or other post -employment benefit or similar plan) under each applicable Purchaser Plan, as if such service had been performed with Purchaser or one of its Affiliates or predecessors. (e) As soon as practicable after the Closing, Purchaser shall, or shall cause one of its Affiliates to, make available one or more defined contribution plans that include a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code (a "Purchaser 401(k) Plan") for the benefit of the Company Employees who participated, as of immediately prior to the Closing, in a defined contribution plan that included a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code (a "Sellers' 401(k) Plan"), and provide such Company Employees with the opportunity to elect a "direct rollover" (within the meaning of Section 401(a)(3 I) of the Code) of their Sellers' 401(k) Plan account balance (including earnings thereon and notes corresponding to loans). Sellers shall, or shall cause one of its Affiliates, to make any matching contributions owed to any Company Employee under the Sellers' 401(k) Plan for all periods prior to the Closing Date. (f) Except as expressly set forth elsewhere in this Section 6.7, Sellers shall assume or retain all assets and Liabilities under or related to Seller Plans ("Seller Plan Liabilities"), including (i) any such Liabilities arising in connection with the termination of employment of any Business Employee by Sellers or their Affiliates, other than any such Liabilities arising from or relating to Purchaser's failure to comply with any of the provisions of this Section 6.7 or applicable Law or the CBA, and (ii) any obligation or liability of the Purchaser or any of its Affiliates (including the Companies and the Company Subsidiaries) in relation to a claim by any US Business Employee that Purchaser, its Affiliate or any Company or Company Subsidiary has or had an obligation under Law to assume or replicate any Seller Plan or any benefit provided thereunder. Sellers will forever indemnify and hold harmless Purchaser and its Affiliates (and all successors thereof) from and against all Seller Plan Liabilities, regardless of when any such Seller Plan Liabilities may arise or be incurred and such indemnity shall not be subject to any limitations on indemnification that may be included or set forth in any other provision of this Agreement. Without limiting the foregoing, Sellers shall retain all liabilities under the Elementis Worldwide Inc. Nonqualified Deferred Compensation Plan, and shall take, or cause to be taken, all action necessary to terminate and liquidate, within 12 months after the Closing Date, the portion of the Elementis Worldwide Inc. - 52 - Nonqualified Deferred Compensation Plan that relates to any Business Employee, in the manner permitted under Treas. Reg. § 1.409A-30)(4)(ix)(B). (g) As soon as practicable after the Closing (and subject to the terms set forth in the Transition Services Agreement), Purchaser or one of its Affiliates shall have in effect flexible spending reimbursement accounts for medical and dependent care expenses under a cafeteria plan qualifying under Section 125 of the Code (collectively, the "Purchaser FSA Plan") for the benefit of the Company Employees located in the United States. Purchaser agrees to cause the Purchaser FSA Plan to accept a spin- off of the flexible spending reimbursement accounts of all participating Company Employees from the cafeteria plan in which such Company Employees participated immediately prior to the Closing (the "Sellers' FSA Plan") and to honor and continue through the end of the calendar year in which the Closing Date occurs the elections made by each such Company Employee under the Sellers' FSA Plan in respect of the flexible spending reimbursement accounts that are in effect immediately prior to the Closing. Purchaser shall, or shall cause one of its Affiliates to, credit or debit, as applicable, effective as of the Closing Date, the applicable account of each Company Employee under the Purchaser FSA Plan with an amount equal to the balance of such Company Employee's account under the Sellers' FSA Plan as of immediately prior to the Closing Date. As soon as practicable following the Closing Date, Sellers and their Affiliates shall cause to be transferred from the Sellers' FSA Plan to the Purchaser FSA Plan the excess, if any, of the aggregate accumulated contributions to the flexible spending reimbursement accounts made prior to the Closing during the year in which the Closing Date occurs by Company Employees over the aggregate reimbursement payouts made prior to the Closing for such year from such accounts to the Company Employees. If the aggregate reimbursement payouts from the flexible spending reimbursement accounts made prior to the Closing during the year in which the Closing Date occurs made to Company Employees exceed the aggregate accumulated contributions to such accounts prior to the Closing for such year by the Company Employees, Purchaser shall cause such excess to be transferred to Sellers as soon as practicable following the Closing Date. From and after the Closing, Purchaser and its Affiliates shall assume and be solely responsible for all claims by Company Employees under the Sellers' FSA Plan whether incurred prior to, on or after the Closing Date, that have not been paid in full as of the Closing. (h) As of the Closing Date, Purchaser shall, or shall cause its applicable Affiliates (including, following the Closing, the Companies and the Company Subsidiaries) to, (i) honor and continue the terms of all Company Employee Bonus Plans in effect for any performance period in process as of Closing (the "Closing Performance Period") through the end of such Closing Performance Period, and (ii) assume all accrued and unpaid Liabilities (including, without limitation, the employer portion of any Taxes payable with respect thereto) as of the Closing Date with respect to all Company Employees under any Company Employee Bonus Plan (whether or not subject to the Closing Performance Period and including, for the avoidance of doubt, any accruals in respect of any discretionary or spot bonuses that will be payable by the Company or any Company Subsidiary after the Closing), which accruals will be (x) if the Closing Date occurs on or prior to December 31, 2022, based on actual performance through Closing, and (y) if the Closing Date occurs on or following January 1, 2023, based on target performance for the Closing Performance Period, prorated to reflect the number of days elapsed in the Closing Performance Period through the Closing Date, and will be included in Indebtedness hereunder (all such Liabilities, together, the "Accrued Bonuses"). Purchaser or one of its Affiliates (including, following the Closing, the Companies and the Company Subsidiaries) shall pay, or cause to be paid, to each Company Employee who is eligible to receive a bonus or other cash -based incentive award in respect of the Closing Performance Period (each such individual, a "Potential Bonus Recipient'), such bonus or other cash -based incentive award to the extent earned pursuant to the terms of the applicable Company Employee Bonus Plan (the "Earned Bonus"), at substantially the same time, and in substantially the manner, prescribed by the applicable Company Employee Bonus Plan (or, if applicable, pursuant to the past practices of Sellers and their Affiliates related to payment of awards under the applicable Company Employee Bonus Plan, and, for the avoidance of doubt, subject to all continued service requirements and forfeiture provisions of the - 53 - applicable Company Employee Bonus Plan). Any Earned Bonus payable to a Potential Bonus Recipient pursuant to this Section 6.7(h) shall in no event be less than the applicable Accrued Bonus amount for such Company Employee. Notwithstanding anything in this Section 6.7(h) to the contrary, if a Potential Bonus Recipient suffers an involuntary termination of his or her employment or engagement with Purchaser or any of its Affiliates (including, following the Closing, the Companies or any Company Subsidiary) other than for Cause on or following the Closing Date, but prior to the date upon which he or she would be entitled to receive payment of any Earned Bonus pursuant to the terms of the applicable Company Employee Bonus Plan (or past practice of Sellers and their Affiliates, as applicable), then such Potential Bonus Recipient will be entitled to receive his or her applicable Accrued Bonus payable at the time that Earned Bonuses are paid to other Potential Bonus Recipients by the Purchaser or its applicable Affiliate (provided, that, subject to the terms of the applicable Company Employee Bonus Plan, in no event shall a Potential Bonus Recipient be entitled to receive his or her Accrued Bonus if such Potential Bonus Recipient's employment or engagement with Purchaser or any of its Affiliates is terminated for Cause on or following the Closing Date). For the purposes of this Section 6.7(h), (i) the term "Company Employee Bonus Plan" means each Employee Benefit Plan that is a cash bonus, commission or other cash -based incentive or bonus plan or program, in which any Company Employee participates immediately prior to the Closing, and (ii) the term "Cause" means the Company Employee (a) willfully fails or refuses to carry out the reasonable and lawful instructions of management of Purchaser or any of its Affiliates concerning duties or actions consistent with his or her position, (b) is convicted of, or pleads guilty or polo contendere to, any felony or any crime involving fraud, (c) commits any fraud, embezzlement, misappropriation of funds, misrepresentation, breach of fiduciary duty, or other material act of dishonesty against Purchaser or any of its Affiliates, (d) engages in gross or willful misconduct resulting in a loss to, or damage to the reputation of, the Purchaser or any of its Affiliates, or (e) commits a material violation of any of the policies of Purchaser or its Affiliates, including any policy against unlawful harassment. (i) Purchaser shall permit, or cause its Affiliates (including, following the Closing, the Companies and the Company Subsidiaries), to permit, the Company Employees to use all vacation, sick leave and other paid personal time that such Company Employees have accrued, but have not used, as of immediately prior to the Closing in accordance with the terms of vacation, sick leave and paid personal time programs that are not less favorable to the Company Employees than those in effect immediately prior to the Closing Date (in addition to, and not in lieu of, any vacation, personal leave and sick time accrued under the applicable plans or policies of Purchaser or its Affiliates following the Closing) For the sake of clarity, Purchaser shall recognize and assume, or shall cause to be recognized and assumed, all Liabilities with respect to accrued but unused vacation, sick leave and paid personal time for all Company Employees, which Liabilities shall be included as a current liability in the calculation of Working Capital. 0) For the sake of clarity, on and following the Closing, Purchaser shall cause the Companies and the Company Subsidiaries to assume and retain responsibility for, and honor all of the terms of, that certain Agreement by and between Elementis Chromium Inc. and the United Steel Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union, Local 13-153, effective April 1, 2021 through April 1, 2025 (the "CBA'), The applicable Company or Company Subsidiary shall be responsible for all Liabilities and obligations under the CBA regardless of when they arise, provided that the foregoing shall not limit any right or remedy of the Purchaser on account of any breach or violation by any Seller of any representation, warranty, covenant or other provision set forth in this Agreement. Notwithstanding anything in this Section 6.7, the terms and conditions of employment for any Business Employees covered or bound by the CBA shall be governed by the terms of the CBA in accordance with its terms. (k) Nothing in this Agreement, whether express or implied, shall: (i) confer upon any Company Employee any rights or remedies, including any right -to employment or continued employment for any period or terms of employment, (ii) be interpreted to prevent or restrict the Purchaser or any of its Affiliates from modifying or terminating the employment or terms of employment of any Company -54- Employee, including the amendment or termination of any employee benefit or compensation plan, program or arrangement, after the Closing Date, subject to the provisions of this Section 6.7; or (iii) be treated as an amendment or other modification of any Employee Benefit Plan or other employee benefit plan or arrangement. Section 6.8 Indemnity; Directors' and Officers' Insurance; Fiduciary and Employee Benefit Insurance. (a) Purchaser agrees to ensure and to cause the Companies to ensure, and the Companies immediately following the Closing agree to ensure, that all rights to indemnification and exculpation now existing in favor of any individual who, at or prior to the Closing, was a manager, director, officer, employee or agent of the Companies or any Company Subsidiary or who, at the request of the Companies or any Company Subsidiary, served as a manager, director, officer, member, partner, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (collectively, with such individual's heirs, executors or administrators, the "Indemnified Persons") as provided in the respective governing documents and indemnification agreements to which the Companies or any Company Subsidiary is a party or bound, shall survive the Closing and shall continue in full force and effect for a period of not less than six (6) years from the Closing and such indemnification agreements and the provisions with respect to indemnification and limitations on liability set forth in such governing documents shall not be amended, repealed or otherwise modified; provided, that in the event any claim or claims are asserted or made within such six (6) year period, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims. Purchaser shall not, and following the Closing shall cause the Companies and the Company Subsidiaries not to, settle, compromise or consent to the entry of judgment in any Action or investigation related to or involving any Indemnified Person or any such threatened Action or investigation without the written consent of such Indemnified Person. (b) At the Closing, Purchaser shall cause the Companies to purchase, and the Companies immediately following the Closing shall purchase (at the Companies' sole cost and expense, which shall not be a Company Transaction Expense or included in Closing Working Capital or Estimated Working Capital) and maintain in effect for a period of six (6) years thereafter, a tail policy to the current policy of directors' and officers' liability insurance maintained by the Companies, which tail policy shall be effective for a period from the Closing through and including the date six (6) years after the Closing Date with respect to claims arising from facts or events that occurred on or before the Closing, and which tail policy shall contain substantially the same coverage and amounts as, and contain terms and conditions no less advantageous than, in the aggregate, the coverage currently provided by such current policy, or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided that Purchaser shall not be required to pay any portion of the premium for such tail policy in excess of 200% of the last annual premium paid prior to the date of this Agreement. (c) Notwithstanding any other provisions hereof, the obligations of Purchaser and each Company contained in this Section 6.8 shall be binding upon the successors and assigns of Purchaser. In the event Purchaser, or any of its successors or assigns, (i) consolidates with or merges into any other Person or (ii) transfers all or substantially all of its properties or assets to any Person, then, and in each case, proper provision shall be made so that the successors and assigns of Purchaser or each Company, as the case may be, honor the indemnification and other obligations set forth in this Section 6.8. (d) The obligations of Purchaser under this Section 6.8 shall survive the Closing and shall not be terminated or modified in such a manner as to affect adversely any Indemnified Person to whom this Section 6.8 applies without the written consent of such affected Indemnified Person (it being expressly agreed that the Indemnified Persons to whom this Section 6.8 applies shall be third party beneficiaries of this Section 6.8, each of whom may enforce the provisions of this Section 6.8). - 55 - Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors', managers' and officers' insurance claims under any policy that is or has been in existence with respect to the Companies or any Company Subsidiary or any of their respective directors, managers or officers, it being understood and agreed that the indemnification provided for in this Section 6.8 is not prior to or in substitution for any such claims under such policies. Section 6.9 Public Announcements. Purchaser and Sellers each agree to (a) consult with each other before issuing any press release or otherwise making any public statement with respect to the transactions contemplated by this Agreement, (b) provide to the other Contracting Party for review a copy of any such press release or public statement and (c) not issue any such press release or make any such public statement prior to such consultation and review and the receipt of the prior written consent of the other parties to this Agreement; provided, that the Contracting Parties and their Affiliates shall not be restricted from making any public statement, announcement or filing required by applicable Law or the regulations of any applicable stock exchange or routine audits, in which case such party shall advise the other parties of such obligation; provided, further, that nothing in this Agreement shall restrict or prohibit Sellers or any of their Affiliates from making any announcement to their respective, or each Company's or the Company Subsidiaries', employees, customers and other business relations to the extent Sellers or such Affiliate determines in good faith that such announcement is necessary or advisable. Section 6.10 Preservation of Records. (a) For a period of seven (7) years after the Closing Date or such other longer period as required by applicable Law, Purchaser shall, and shall cause the Companies and the Company Subsidiaries, to preserve and retain, all corporate, accounting, Tax, legal, auditing, human resources and other books and records of the Companies and the Company Subsidiaries (including (i) any documents relating to any governmental or non -governmental claims, actions, suits, proceedings or investigations and (ii) all Returns, schedules, workpapers and other material records or other documents relating to Taxes of the Companies) relating to the conduct of the business and operations of the Companies and the Company Subsidiaries prior to the Closing Date. Notwithstanding the foregoing, during such seven (7) year period, Purchaser may dispose of any such books and records which are offered to, but not accepted by, Sellers. The provisions of this Section 6.10(a) shall cease to apply in the event of a sale or disposition of any Company or any of the Company Subsidiaries by Purchaser; provided, however, that Purchaser shall cause the subsequent owner(s) of such entity to assume the obligations of Purchaser set forth in this Section 6.10(a). Notwithstanding the foregoing, in the event of a conflict between this Section 6.10 and Section 6.12(f), Section 6.12(f) shall apply. (b) In the event and for so long as Purchaser, the Companies, the Company Subsidiaries or Sellers are actively contesting or defending against any Action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving any Company or any Company Subsidiary, each of the Contracting Parties shall cooperate with it and its counsel in the defense or contest, make available their personnel, and provide such testimony and access to their books and records as shall be necessary or reasonably requested in connection with the defense or contest, all at the sole cost and expense of the contesting or defending party. Section 6.11 Conflicts; Privileges. It is acknowledged by each of the Contracting Parties that Sellers' Parent has retained White & Case LLP ("W&C") to act as its counsel in connection with the transactions contemplated hereby and that W&C has not acted as counsel for any other Person in connection with the transactions contemplated hereby and that no other party to this Agreement or Person has the status of a client of W&C for conflict of interest or any other purposes as a result thereof. Purchaser hereby agrees that, in the event that a dispute arises between Purchaser or any of its Affiliates (including, -56- after the Closing, any Company or any Company Subsidiary) and Sellers' Parent, or any of its Affiliates (including, prior to the Closing, any Company or any Company Subsidiary), W&C may represent Sellers' Parent or any such Affiliate in such dispute even though the interests of Sellers' Parent or such Affiliate may be directly adverse to Purchaser or any of its Affiliates (including, after the Closing, any Company or any Company Subsidiary), and even though W&C may have represented any Company, a Company Subsidiary or their Affiliates in a matter substantially related to such dispute, or may be handling ongoing matters for Purchaser, any Company, any Company Subsidiary and their respective Affiliates, and Purchaser hereby (i) waives, on behalf of itself and its Affiliates, any claim it has or may have that W&C has a conflict of interest in connection with or is otherwise prohibited from engaging in such representation, (ii) agrees that, in the event that a dispute arises after the Closing between Purchaser or any of its Affiliates (including, after the Closing, any Company or any Company Subsidiary) and Sellers' Parent or any of its Affiliates, W&C may represent any such party in such dispute even though the interest of any such party may be directly adverse to Purchaser or any of its Affiliates (including, after the Closing, any Company or any Company Subsidiary), any Company or any Company Subsidiary and even though W&C may have represented any Company or any Company Subsidiary in a matter substantially related to such dispute, or may be handling ongoing matters for Purchaser, any Company or any Company Subsidiary or any of their respective Affiliates. Purchaser further agrees that, as to all communications among W&C, each Company, the Company Subsidiaries, Sellers' Parent and any of its Affiliates that relate in any way to the transactions contemplated by this Agreement, the attorney -client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to Sellers' Parent and may be controlled by Sellers' Parent and shall not pass to or be claimed by Purchaser, and following the Closing, any Company or any Company Subsidiary. Purchaser agrees to take, and to cause its Affiliates to take, all steps necessary to implement the intent of this Section 6.11. The Contracting Parties further agree that W&C and its partners and employees are third party beneficiaries of this Section 6.11. Section 6.12 Tax Matters. (a) Sellers shall prepare and timely and duly file, or cause to be prepared and timely filed, all Returns required to be filed on or before the Closing Date by or with respect to each Company and each of the Company Subsidiaries and shall timely pay, or cause to be timely paid, all Taxes shown as due on such Returns. (b) Except as otherwise provided in Section 6.121 Purchaser shall prepare and timely file, or cause to be prepared and timely filed, all Returns required to be filed after the Closing Date by or with respect to each Company and each of the Company Subsidiaries for each Pre -Closing Period and shall timely pay, or cause to be timely paid, all Taxes shown as due on such Returns (with respect to Returns for which any Seller or any Affiliate thereof would be liable for Taxes reflected on such Returns); provided, that Purchaser shall not (and shall procure that its advisers shall not) agree or submit (i) the partnership Return of Elementis Chromium relating to any Pre -Closing Period and (ii) any Return relating to Taxes for which Sellers may be liable pursuant to Section 6.12(o, in each case, without first affording Sellers a reasonable opportunity to comment thereon, and Purchaser shall account for such reasonable comments in the relevant Return to the extent such comments relate to Taxes for which Sellers would be liable under applicable Law or pursuant to Section 6.12(u). Purchaser shall provide Seller with a copy of the relevant partnership Return of Elementis Chromium as soon as practicable following submission to the applicable Governmental Entity. (c) Each Return described in this Section 6.12 shall be prepared in accordance with past practice (to the extent permitted by applicable Law). (d) For all purposes of this Agreement, Taxes for an Overlap Period shall be apportioned as follows: (i) all Taxes other than income Taxes described in Section 6.12(d)(ii) shall be apportioned on a ratable daily basis based on the Taxes for the entire Overlap Period; and (ii) all income - 57 - Taxes (however denominated), sales and use Taxes, withholding Taxes and value-added Taxes and Taxes imposed in connection with any sale or other transfer or assignment of property shall be apportioned based on an interim closing of the books of the Companies and any Company Subsidiary thereof as of the end of the Closing Date; provided, however, any transactions that occur on the Closing Date and after the Closing shall be treated under Treasury Regulations Section 1.1502-76(b)(1)(ii)(B) as occurring on the date after the Closing Date under such Treasury Regulation. To the maximum extent permitted under applicable Law, all Transaction Tax Deductions shall be allocated to the Pre -Closing Period and deducted on Returns for the taxable period that ends (or is deemed to end) as of the end of the day on the Closing Date. (e) Notwithstanding anything in this Agreement to the contrary, (i) Sellers will prepare and file, or cause to be prepared and filed, all Consolidated Tax Returns (including any amendments thereof) and shall pay all Taxes owed with respect to such Returns, (ii) none of Sellers or any of their Affiliates will be required to provide Purchaser or its Affiliates with any Consolidated Tax Return or copy of any Consolidated Tax Return, and (iii) Sellers will have the exclusive right to control in all respects any audit or examination by any Taxing Authority, any claim for refund, any Tax contest, any assessment for additional Taxes, any notice of Tax deficiency or other adjustment of Taxes with respect to any Consolidated Return (a "Consolidated Tax Matter") as well as any other Tax proceeding with respect to any Consolidated Tax Return. (f) Purchaser shall, or shall cause the Companies and the Company Subsidiaries to, promptly forward to Sellers all written notifications and other communications from any Taxing Authority received by any of the Companies or Company Subsidiaries relating to any audit or examination by any Taxing Authority, any claim for refund, any Tax contest, and assessment for additional Taxes, any notice of Tax deficiency or other adjustment of Taxes relating to any federal, state, local or foreign Tax liability of the Companies and the Company Subsidiaries with respect to a Pre -Closing Period that is not a Consolidated Tax Matter and is reasonably likely to materially impact the Final Purchase Price or Taxes for which the Sellers may otherwise be liable pursuant to the terms of this Agreement or, with respect to Elementis Chromium, under applicable Law (a "Tax Matter"). Purchaser shall keep Sellers reasonably informed with respect to the commencement, status and nature of any Tax Matter, and shall allow Sellers to make comments to Purchaser regarding the conduct of or positions taken in any such Tax Matter, which comments shall be taken into account by Purchaser in good faith. Purchaser shall not enter into any settlement of, or otherwise compromise, any such Tax Matter that would adversely affect Sellers without the prior written consent of Sellers, which consent shall not be unreasonably withheld or delayed. If requested by Purchaser, Sellers agree to reasonably cooperate with Purchaser in the conduct of such a Tax Matter. (g) All stamp, transfer, recordation, documentary, sales and use, value added, registration and other similar Taxes and fees (including any penalties and interest) incurred in connection with, or as a consequence of, this Agreement and the transactions contemplated hereby (collectively, the "Transfer Taxes") shall be borne half by Purchaser and half by Sellers. Purchaser shall timely pay all Transfer Taxes to the appropriate Taxing Authority, and Purchaser shall cause each Company, as the, case may be, to, at its own expense, procure any stock transfer stamps required by, and properly file on a timely basis all necessary Returns and other documentation with respect to, any of the Transfer Taxes. If a Seller or Purchaser pays a Transfer Tax at Closing, pursuant to a post -Closing assessment by any Taxing Authority, or otherwise, such Seller or Purchaser, as applicable, shall reimburse the other Party for its share of such Transfer Tax within ten (10) days of the paying Party's written demand therefor, which demand shall include evidence reasonably satisfactory to the paying Party of the requesting Party's payment thereof. (h) After the Closing Date, Sellers and Purchaser shall furnish or cause to be furnished to the other, upon request, as promptly as reasonably practicable, such information and assistance (including access to books, records, workpapers and Returns for Pre -Closing Periods) relating to each Company or Company Subsidiary as is reasonably necessary for the preparation of any Return, claim for refund or audit, -58- and the prosecution or defense of any claim, suit or proceeding relating to any proposed Tax adjustment, related to any other Tax Matter or in connection with any other Tax affair of any Seller. Upon reasonable notice and during regular business hours, Purchaser and Sellers shall make, or shall cause their Affiliates, as applicable, to make their employees and facilities available on a mutually convenient basis to provide reasonable explanation of any documents or information provided hereunder; provided, that such assistance shall not unreasonably disrupt the operations of Sellers, Purchaser, or any of their Affiliates, as applicable, and any recipient of such assistance shall use its commercially reasonable efforts to minimize any such disruption. Any request for information or documents pursuant to this Section 6.12(h), shall be made by Purchaser or Sellers in writing. (i) Sellers shall terminate or cause to be terminated any and all of the tax sharing, allocation, indemnification or similar agreements, arrangements or undertakings in effect, written or unwritten, on the Closing Date as between Sellers or any predecessor or Affiliate thereof, on the one hand, and any Company and any of its Subsidiaries, on the other hand, for all Taxes imposed by any government or Taxing Authority, regardless of the period in which such Taxes are imposed, and there shall be no continuing obligation to make any payments under any such agreements, arrangements or undertakings. 0) From and after the Closing Date, except to the extent required by applicable Law, Purchaser shall not, and shall cause the Companies and the Company Subsidiaries not to, without the prior written consent of Sellers (not to be unreasonably withheld, conditioned or delayed) (i) file, or cause to be filed, any restatement or amendment of, modification to or claim for refund relating to, any Return for any Pre -Closing Period; (ii) make, or cause or permit to be made any Tax election (other than a Section 338(h)(10) Election) that has retroactive effect to any Pre -Closing Period or that may otherwise affect the liability of Sellers; (iii) extend or waive, or cause to be extended or waived, any statute of limitations or other period for the assessment of any Tax or deficiency with respect to any Pre -Closing Period; (iv) voluntarily initiate discussions with any Taxing Authority with respect to Taxes of any Company or any Company Subsidiary with respect to a Pre -Closing Period; or (v) make any voluntary disclosures with respect to Taxes of any Company or any Company Subsidiary with respect to a Pre -Closing Period; in each case, that could reasonably be expected to affect Sellers' liability for Taxes for any Pre -Closing Period (or portion thereof). (k) To the extent permitted by applicable Law, if requested by Purchaser, Sellers shall make an election (or elections), jointly with Purchaser, pursuant to Section 338(h)(10) of the Code on IRS Form 8023 (and any corresponding election under state or local Law as Sellers shall designate) with respect to the purchase and sale of the Equity Interests of ACC and/or ECA contemplated by this Agreement (and, to the extent permitted by applicable Law, with respect to the deemed purchases and sales of the shares of any of the Company Subsidiaries as a result of the purchase and sale of the Equity Interests of ACC and/or ECA contemplated by this Agreement, as applicable) (collectively, a "Section 338(h)(10) Election'). Sellers and Purchaser agree to cooperate fully and in good faith with each other to sign and timely file the necessary election forms (including any required schedules thereto), including but not limited to IRS Form 8023, with the IRS and any applicable state or local Taxing Authority. Sellers shall, and the Purchaser shall cause each Company to, take (or cause to be taken) any and all other actions necessary or appropriate to effect and preserve such Section 338(h)(10) Election. Sellers shall, with the assistance and cooperation of Purchaser, prepare, or cause to be prepared, all forms and other documents relating to the Section 338(h)(10) Election (but excluding IRS Form 8883 and IRS Form 8594, which are addressed in Section 6.12(1) below), as applicable, with respect to the purchase and sale of the Equity Interests pursuant to this Agreement (and with respect to the deemed purchases and sales of the shares of the Company Subsidiaries as a result of the purchase and sale of Equity Interests contemplated by this Agreement, as applicable), as may be required for U.S. federal income Tax purposes by any rule or regulation of the IRS (in addition to IRS Form 8023), and all forms and other documents required under any analogous provisions of state or local Law, in each case in accordance with applicable Tax Law (all such federal, state or local forms, except for IRS Form 8883, the "Election Forms"), and Sellers shall deliver, or cause to be delivered, such Election Forms and -59- related documents and workpapers to Purchaser at least sixty (60) days prior to the due date of filing. Purchaser shall deliver or cause to be delivered to Sellers completed Election Forms at least thirty (30) days prior to the due date of filing such Election Forms. Additionally, Sellers and Purchaser shall use their commercially reasonable efforts to agree, as soon as practicable after the Closing Date, on the computation of the "modified aggregate deemed sale price" (as defined under Treasury Regulations Section 1.338-4). If Sellers and Purchaser are unable to timely resolve any dispute with respect to the Election Forms or the computation of the "modified aggregate deemed sale price," such dispute shall be resolved by an independent accountant mutually agreed upon by Purchaser and Sellers. The fees and expenses of any such independent accountant shall be bome equally by Sellers and Purchaser. Each of Sellers and Purchaser shall include, or cause to be included, in all Returns for which they are respectively responsible under this Agreement, any forms or statements that are required by applicable Law to be so included on account of the Section 338(h)(10) Election with respect to the purchase and sale of Equity Interests pursuant to this Agreement (and with respect to the deemed purchases and sales of the shares of the Company Subsidiaries as a result of the purchase and sale of Equity Interests contemplated by this Agreement, as applicable). (1) Sellers and Purchaser agree that the Final Purchase Price and the liabilities of the Companies (and, as applicable, of the Company Subsidiaries) (plus other relevant items) shall be allocated among the purchased Equity Interests and, if Purchaser requests that Sellers make an election pursuant to Section 338(h)(10) of the Code pursuant to Section 6.12(k), further allocated among the assets of ACC and ECA (and, as applicable, of the Subsidiaries of ACC and ECA) for Tax purposes as shown on the allocation schedule (the "Allocation Schedule"). For purposes of the apportionment of the Initial Purchase Price as between the Equity Interests in ACC and ECA (on the one hand) and the Equity Interests of Elementis Chromium (on the other hand), the Allocation Schedule shall be as set forth on Section 6.120), and any adjustments to the purchase price for Tax purposes shall result in a proportionate adjustment to the allocation between the Equity Interests in ACC and ECA (on the one hand) and the Equity Interests of Elementis Chromium (on the other hand), unless otherwise agreed between Purchaser and Sellers. A revised draft of the Allocation Schedule (taking into account the preceding sentence) and, if applicable, a valuation of the assets of ACC and ECA (and, as applicable, of the Company Subsidiaries) shall be prepared by Purchaser and delivered to Sellers at least sixty (60) days prior to the due date of the filing of the Section 338(h)(10) Election. Such draft of the Allocation Schedule and valuation shall become final in the event Sellers raise no objections thereto within thirty (30) days following receipt thereof. If Sellers notify Purchaser in writing that Sellers object to one or more items reflected in the Allocation Schedule or to such valuation, Sellers and Purchaser shall use commercially reasonable efforts to negotiate in good faith to resolve such dispute; provided, however, that if Sellers and Purchaser are unable to resolve any dispute with respect to the Allocation Schedule within thirty (30) days from the date of Sellers' receipt thereof, such dispute shall be resolved by an independent accountant mutually agreed upon by Purchaser and Sellers. The fees and expenses of any such independent accountant shall be borne equally by Sellers and Purchaser. Purchaser and Sellers shall prepare, file, or execute (or, in the case of Sellers, cause to be prepared, filed, or executed, as applicable) all Returns (including amended returns and claims for refund), information reports, any applicable IRS forms and other documents (including but not limited to IRS Form 8883 and IRS Form 8594), any corresponding forms and other documents required under state or local Law, and any supplementary forms and other documents in respect of the Section 338(h)(10) Election with respect to the purchase and sale of Equity Interests pursuant to this Agreement (and with respect to the deemed purchases and sales of the shares of the Company Subsidiaries as a result of the purchase and sale of Equity Interests contemplated by this Agreement, as applicable), in a timely manner consistent with the Allocation Schedule and the valuation determined in accordance with this Section 6.12(1). Sellers and Purchaser shall each provide the other with a copy of the IRS form it files (or causes to be filed) and of any corresponding forms required to be filed under applicable state or local Law. Any Purchase Price Adjustment pursuant to Section 2.3 shall be allocated in a manner consistent with the Allocation Schedule. .m (m) In no event will Purchaser, the Companies or any Company Subsidiaries be entitled to any Tax refund or Tax credit related to any Consolidated Tax Return with respect to a Pre -Closing Period, and if Purchaser, the Companies or any Company Subsidiaries receives any such Tax refund it shall promptly pay the amount of such Tax refund received to Sellers net of any reasonable out-of-pocket costs associated with receiving or paying over such refund or credit. (n) Sellers shall pay or cause to be paid prior to Closing all Taxes payable as a result of the Texas sales and use tax audit of Elementis Chromium Inc. for the period of July 1, 2018 through February 28, 2022. (o) Sellers shall use commercially reasonable efforts prior to the Closing Date (and thereafter, shall cooperate with the Purchaser pursuant to Section 6.12(h)) to obtain appropriate exemption documentation from any customer of the Companies or Company Subsidiaries that claimed an exemption from sales/use Tax but failed to provide such documentation (including current documentation) during the past five years. (p) Sellers agree to, jointly and severally, indemnify, save and hold the Purchaser and its Affiliates (including the Companies and the Company Subsidiaries after the Closing) harmless from and against any and all Liabilities incurred in connection with, arising out of, resulting from or incident to (i) Taxes attributable to the settlement of intercompany accounts prior to the Closing pursuant to Section 6.4 c ; and (ii) Taxes for which the Companies or any Company Subsidiary (or any predecessor of the foregoing) is held liable under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law) by reason of such entity being included in any consolidated, affiliated, combined or unitary group at any time on or before the Closing Date, in each case, except to the extent such Taxes were taken into account in Income Tax Liability Amount or resulted in a reduction to the Final Purchase Price as a result of being included in Closing Working Capital. The indemnity provided for in this Section 6.12(p) shall survive the Closing and shall continue in full force and effect until ninety (90) days after the expiration of the applicable statute of limitations (including any applicable extensions). Section 6.13 Resignations and Related Regulatory Filings. At the written request of Purchaser (which request shall be delivered at least three (3) Business Days prior to the Closing), Sellers shall cause each Company to use commercially reasonable efforts to cause any member of the board of directors or similar governing body of such Company or any Company Subsidiary to tender his or her resignation from such position effective immediately prior to the Closing. No such requested resignation shall be deemed a voluntary resignation for purposes of any employment agreements and will not terminate, reduce or modify any severance or other rights thereunder. Section 6.14 Compliance with WARN and Similar Statutes. Purchaser and its Affiliates shall not, and shall cause the Companies and the Company Subsidiaries not to, at any time within ninety (90) days after the Closing Date, effectuate or cause to be effectuated (a) a "plant closing" (as defined in the Worker Adjustment and Retraining Notification Act of 1988 (the "WARN Act")) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of any Company or any Company Subsidiary or (b) a "mass layoff" (as defined in the WARN Act) affecting any site of employment or facility of any Company or any Company Subsidiary; and/or, in the case of clauses (a) and (b), any similar action under any comparable Law requiring notice to employees in the event of a plant closing, mass layoff or other action triggering statutory notice requirements. Purchaser its Affiliates (including, following the Closing, the Companies and the Company Subsidiaries) shall indemnify and hold harmless Sellers and their Affiliates with respect to any Liability under the WARN Act (and any comparable Law requiring notice to employees) arising or resulting, in whole or in part, from any actions taken by Purchaser and its Affiliates (including, following the Closing, the Companies and the Company Subsidiaries) on or after the Closing Date. -61- Section 6.15 Financing_ Cooperation. (a) Purchaser acknowledges and agrees that its obligations to consummate the transactions contemplated by this Agreement are not conditioned or in any way contingent upon, or otherwise subject to, receipt of the Financing or the availability, grant, provision or extension of any Financing to Purchaser or any of its Affiliates. (b) Prior to the earlier of the Closing or termination of this Agreement in accordance with Section 8.1, in connection with any debt financing incurred or intended to be incurred in connection with the transactions contemplated hereby (a "Debt Financing"), Sellers shall use commercially reasonable efforts to provide, and to cause each Company, the Company Subsidiaries, and their respective officers to provide, at Purchaser's sole expense, in connection with the arrangement of any Debt Financing all cooperation reasonably requested by Purchaser that is necessary or customary with the arrangement of any Debt Financing, including by (i) participating in a reasonable number of meetings (including lender meetings, which participation may be by phone or videoconference), presentations, due diligence and drafting sessions in connection with any Debt Financing, in each case, upon reasonable advance notice and at mutually agreeable dates, times and locations; (ii) assisting with the preparation of materials for bank information memoranda, presentations and similar documents required in connection with the Debt Financing (including versions of such memoranda or presentations that do not contain material non-public information); (iii) furnishing Purchaser and its financing sources with financial and other pertinent information regarding the Companies and the Company Subsidiaries as may be reasonably requested by Purchaser to consummate the Debt Financing; (iv) cooperating reasonably with the Debt Financing Sources' due diligence, to the extent customary and reasonable, including by providing Purchaser promptly upon reasonable request at least five (5) Business Days prior to the Closing Date, with any documentation and other information with respect to Sellers and the Companies to the extent required in connection with the Debt Financing by regulatory authorities under applicable "know your customer" and anti -money laundering rules and regulations, including, but not limited to, the PATRIOT Act and (v) otherwise reasonably cooperating in Purchaser's efforts to obtain the Debt Financing (including requesting of the appropriate Persons, and using its good faith efforts to obtain, customary officers certificates and other similar documents as may reasonably be requested by Purchaser and facilitating the pledge of, and granting of security interests in, the equity and assets of the Companies and the Company Subsidiaries); provided, that Sellers shall not be required to provide, or to cause the Companies or any Company Subsidiary to provide, cooperation under this Section 6.15(b) that: (A) unreasonably interferes with the ongoing business of any Company or any Company Subsidiary; (B) causes any representation, warranty covenant or agreement in this Agreement to be breached; or (C) causes any closing condition set forth in Article VH to fail to be satisfied or otherwise causes the breach of this Agreement or any Contract to which Sellers, any Company or any Company Subsidiary is a party or the breach prior to Closing of any Material Contract; and, provided, further, the effect of any such breach shall be excluded when determining if the conditions set forth in Section 7.1 and Section 7.2 are satisfied. For the avoidance of doubt, none of Sellers, any Company, or any Company Subsidiary shall be required to provide, and Purchaser shall be solely responsible for, (1) the preparation of pro forma financial information, including pro forma cost savings, synergies, capitalization or other pro forma adjustments desired to be incorporated into any pro forma financial information or any financial statements or financial information other than the Financial Statements, (2) any description of all or any component of the Debt Financing, including any such description to be included in any liquidity or capital resources disclosure or any "description of notes", (3) projections, risk factors or other forward -looking statements or any other information of the type required by Rule 3-09, Rule 3-10 or Rule 3-16 of the Regulation S-X or (4) Compensation Disclosure and Analysis required by Item 402(b) of Regulation S-K. The pre -Closing board of directors of each Company and the directors, managers and general partners of the Company Subsidiaries shall not be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Debt Financing is obtained. Sellers shall not be required to execute, and none of the Companies or any Company Subsidiary - 62 - shall be required to execute prior to the Closing, any definitive financing documents, including any credit or other agreements, pledge or security documents, or other certificates, legal opinions or documents in connection with the Debt Financing, and in the event any such Person does agree to execute any such document, Purchaser agrees that the execution of any documents in connection with the Debt Financing shall be subject to the consummation of the transactions contemplated hereby at the Closing and such documents will not take effect until the Closing occurs and will not encumber the assets of any Company prior to the Closing. Except as expressly provided above, none of Sellers, any Company or any Company Subsidiaries shall be required to take any corporate, limited liability company, or limited partnership actions prior to the Closing to permit the consummation of the Debt Financing. In no event shall Sellers be in breach of this Agreement because of the failure to deliver any financial or other information that is not currently readily available to Sellers or the Companies on the date hereof or is not otherwise prepared in the ordinary course of business of the Companies at the time requested by Purchaser or for the failure to obtain any comfort with respect to, or review of, any financial or other information by its accountants. (c) In no event shall Sellers, any Company or any Company Subsidiary be required to (i) pay any commitment or similar fee or incur any Liability (including due to any act or omission by Sellers, any Company or any Company Subsidiary or any of their respective Representatives) or expense in connection with assisting Purchaser in arranging the Debt Financing or as a result of any information provided by Sellers, any Company, any Company Subsidiary or any of their Affiliates or their respective Representatives in connection therewith, (ii) take any action that would result in a violation of applicable Law or subject it to actual or potential Liability prior to the Closing occurring, (iii) have any Liability or any obligation under any definitive financing document or any related document or other agreement or document related to the Debt Financing prior to the Closing occurring, (iv) incur any other Liability in connection with the Debt Financing prior to the Closing occurring, (v) disclose or provide any information the disclosure of which in the reasonable judgment of Sellers, the Companies and the Company Subsidiaries, is restricted by applicable Law or Order, or is subject to attorney -client privilege. Purchaser shall, from and after the Closing or promptly after the termination of this Agreement pursuant to Section .1, (i) promptly upon request by Sellers reimburse Sellers for all documented and reasonable out-of-pocket costs incurred in good faith by Sellers, the Companies and the Company Subsidiaries in connection with such cooperation and (ii) indemnify and hold harmless Sellers, the Companies, the Company Subsidiaries and their Affiliates and Representatives from and against any and all Liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the arrangement of the Debt Financing or providing any of the information utilized in connection therewith. Notwithstanding anything to the contrary herein, any breach by Sellers of their obligations under this Section 6.15 shall not constitute a breach of this Agreement or a breach for purposes of Article VIII or a breach of the condition precedent set forth in Section 7.3(a) hereof. Section 6.16 Exclusivity. From the date of this Agreement until the earlier of the Closing or the date on which this Agreement is terminated in accordance with its terms, Sellers shall not, and shall cause the Companies, each Company Subsidiary and the officers, directors employees, agents, investment bankers and other Representatives of the Companies and each Company Subsidiary not to, directly or indirectly, discuss, pursue, solicit, initiate, participate in, facilitate, encourage or otherwise enter into any discussions, negotiations, agreements or other arrangements regarding or which could lead to, a possible sale or other disposition (whether by merger, reorganization, recapitalization or otherwise) of all or any part of the capital stock, units or other membership interests or assets of the Companies or any Company Subsidiary with any other Person other than the Purchaser, its Affiliates and their respective Representatives or provide any information to any Person other than the Purchaser and its Affiliates, Representatives, agents and lenders other than information which is provided in the ordinary course of the Companies' and the Company Subsidiaries' business operations to third parties. The Companies, and each Seller shall, and shall cause each Company Subsidiary and the officers, directors, employees, agents, investment bankers and other Representatives of the Companies and each Company Subsidiary to, (a) - 63 - immediately cease and cause to be terminated any and all contacts, discussions and negotiations with any Person other than the Purchaser, its Affiliates and their respective Representatives regarding the foregoing, (b) promptly notify the Purchaser if any Acquisition Proposal, or any inquiry or contact with any Person with respect thereto, is made following the date of this Agreement (other than contact solely to terminate discussions following the execution of this Agreement) , the details of such contact (including the identity of the third party or third parties and copies of any proposals and the specific terms and conditions discussed or proposed) and (c) keep the Purchaser fully informed with respect to the status of the foregoing. Section 6.17 Termination of Certain Related -Party Arrangements. On or prior to the Closing, the Companies shall, and Sellers shall cause the Companies and each Company Subsidiary to, (a) terminate all Contracts set forth on Schedule 6.17 and (b) repay any Indebtedness among the Companies or any Company Subsidiary, on the one hand, and any Seller or any Affiliate of any Seller, on the other hand; provided, that, notwithstanding the foregoing, the Parent Loan shall be satisfied in full and discharged pursuant to Purchaser's delivery of an amount equal to the Parent Debt Amount to Elementis Holdings in accordance with Section 2.2(b). Section 6.18 R&W Insurance Policy. Prior to the Closing, Purchaser may, at its election, bind a buyer -side representations and warranties insurance policy (the "R&W Insurance Policy"). Should the Purchaser so elect, Sellers shall pay fifty percent (50%) of all premiums, underwriting fees, brokers' fees and taxes in an aggregate amount equal to no more than $349,535 with respect to such R&W Insurance Policy. Such R&W Insurance Policy shall expressly provide that the insurer thereunder (a) waives, and agrees not to pursue, directly or indirectly, any subrogation rights against Sellers (other than in connection with Fraud) with respect to any claim made by any insured thereunder and (b) agrees that Purchaser shall have no obligation to pursue any claim against Sellers (other than in connection with Fraud) in connection with any loss thereunder ((a) and (b), collectively, the "Subrogation Provisions"). Should Purchaser elect to bind an R&W Insurance Policy, the Purchaser shall not (whether prior to, or following, the Closing) amend, terminate or modify the Subrogation Provisions of such R&W Insurance Policy in a manner that would adversely affect Sellers without the prior written consent of Sellers. Section 6.19 Magellan Receivables. At or before the Closing, Sellers shall use commercially reasonable efforts to enter into a letter, in form and substance reasonably satisfactory to Purchaser (the "Payment Direction Letter"), between ACC and Magellan, directing Magellan to promptly transfer and remit to Sellers or an Affiliate of Sellers (other than the Companies and the Company Subsidiaries) by wire transfer of immediately available funds, any payments or other amounts to be received under the Magellan Agreement from time to time. Following the Closing, there shall be no liability or obligation on the part of Purchaser or its Affiliates (including, following the Closing, the Companies and the Company Subsidiaries) with respect to any payments or other amounts received under the Magellan Agreement; provided, that if Magellan does not execute any such Payment Direction Letter prior to the Closing, and, following the Closing, Magellan fails to timely fulfill its payment obligations under the Magellan Agreement, at the request of any Seller, Purchaser shall cause ACC to enforce its right to collect payments from Magellan under the Magellan Agreement; provided further, that, if Magellan does not execute any such Payment Direction Letter prior to the Closing, or Magellan does execute the Payment Direction Letter, but Purchaser or any of its Affiliates (including the Companies and the Company Subsidiaries) receives any payments or other amounts in connection therewith following the Closing, Purchaser shall, and shall cause such Affiliates (including the Companies and the Company Subsidiaries) to, hold in trust for the Sellers' benefit and promptly transfer and remit to Sellers or their designee by wire transfer of immediately available funds, any such payments or other amounts received; provided, further that any such payments or other amounts received by Purchaser or any of its Affiliates (including the Companies and the Company Subsidiaries) and transferred and remitted to Sellers or their designee shall be net of any Taxes (net of any deductions available to Purchaser or its Affiliates as a result of the payment of such amounts to Sellers pursuant to this Section 6.19) and reasonable, documented and out of pocket expenses incurred by Purchaser or any of its Affiliates (including the Companies and the Company -64- Subsidiaries) in connection with such transfer and remittance; provided further that for purposes of determining any such Taxes, to the extent permitted under applicable Law, Purchaser and its Affiliates shall treat itself as an agent of Sellers for Tax purposes with respect to its receipt and payment of amounts to sellers pursuant to this Section 6.19. Following the Closing, Purchaser shall not, and shall cause its Affiliates not to, amend, modify or terminate the Magellan Agreement and Purchaser shall cause ACC to perform its obligations pursuant to the Magellan Agreement for the duration of its existing term. Section 6.20 Credit Support. (a) With respect to the Barclays Guaranty, Purchaser shall use reasonable best efforts (and Sellers shall reasonably cooperate with Purchaser's efforts) to obtain, prior to the Closing, substitute credit support arrangements in replacement for the Barclays Guaranty and to procure that Sellers, their Affiliates and the letter of credit issuer be fully and unconditionally released from their respective obligations under the Barclays Guaranty, in each case, in form and substance reasonably satisfactory to Sellers. The Purchaser's commercially reasonable efforts shall include offering replacement credit support meeting the requirements of the TCEQ Permit. (b) If Purchaser, despite using reasonable best efforts, is unable to obtain such release of Sellers, their Affiliates and the letter of credit issuer prior to the Closing, then Sellers shall maintain, or cause to be maintained, such Barclays Guaranty until the earlier of such time as the Barclays Guaranty expires by its terms or the date that is six (6) months after the Closing Date, in the amount, for the term and in the form required pursuant to the TCEQ Permit and Purchaser shall (i) indemnify, defend and hold harmless Sellers and their Affiliates from and against any and all Liabilities incurred by Sellers or their Affiliates in connection with the Barclays Guaranty from and after Closing (including the payment of any reasonable, documented out-of-pocket costs incurred by Sellers or their Affiliates in maintaining the Barclays Guaranty) and (ii) use commercially reasonable efforts to procure that Sellers, their Affiliates and the letter of credit issuer be fully and unconditionally released from their respective obligations under the Barclays Guaranty as soon as practicable after the Closing. (c) in the event that the Glencore Letter of Credit is drawn upon in accordance with the Glencore Agreement, Purchaser shall indemnify, defend and hold harmless Sellers and their Affiliates from and against any and all Liabilities incurred by Sellers or their Affiliates associated with the drawing of the Glencore Letter of Credit from and after Closing (including the payment of any reasonable, documented out-of-pocket costs incurred by Sellers or their Affiliates in maintaining the Glencore Letter of Credit); provided, that in no event shall Purchaser be liable for any indemnification obligations pursuant to this Section 6.20(c) in excess of the value of the Glencore Letter of Credit and any costs incurred under the terms thereof. Section 6.21 2023 Capital Expenditures. No later than 10 Business Days prior to January 1, 2023, Sellers shall present to Purchaser a capital expenditures budget for expected capital expenditures in 2023, including monthly estimated expenditures, which budget has substantially the same detail as the capital expenditures budget for 2022. Section 6.22 Insurance Proceeds. The parties hereto agree and acknowledge that any insurance proceeds payable to the Sellers or their Affiliates in connection with that certain claim made in respect of physical damage (which has since been repaired in full in all material respects) and business interruption losses that occurred at the Corpus Christi facility in Texas due to Storm Uri, which occurred in February 2021, are for the account of Sellers or their Affiliates (other than the Companies or the Company Subsidiaries) and that if Purchaser or any of its Affiliates (including the Companies and the Company Subsidiaries) receives any payments or other amounts in connection therewith following the Closing, Purchaser shall, and shall cause such Affiliates (including the Companies and the Company Subsidiaries) - 65 - to, hold in trust for the Sellers' benefit and promptly transfer and remit to the Sellers or their designee by wire transfer of immediately available funds, any such payments or other amounts received. Section 6.23 Post -Closing Receipts. The Sellers, on the one hand, and Purchaser, on the other hand, each agree that, after the Closing, each will, and Purchaser will cause the Companies and Company Subsidiaries to, to the extent permitted by applicable Law, hold in trust for the other's benefit and accounts and will promptly transfer and deliver to the other, from time to time as and when received by such party or its Affiliates, any cash, checks with appropriate endorsements, payment of an account, trade, note receivable or other payment that such party or its Affiliates may receive on or after the Closing which properly belongs to such other party or their respective Affiliates pursuant to the terms of this Agreement. For the avoidance of doubt, except as otherwise provided in this Agreement, following the Closing, (i) if any payments due with respect to the business of the Companies and Company Subsidiaries are paid to any of Sellers or their Affiliates, Sellers shall, or shall cause the applicable Affiliate to, promptly remit by wire or draft such payment to an account designated in writing by Purchaser and (ii) if any payments due with respect to the business of Sellers or their Affiliates are paid to Purchaser, any of the Companies or Company Subsidiaries or any of their respective Affiliates, Purchaser shall, or shall cause the Companies or Company Subsidiaries or any such Affiliate to, promptly remit by wire or draft such payment to an account designated in writing by Sellers. Section 6.24 OCC APA. (a) Prior to the Closing, Elementis Holdings shall execute a customary assignment and assumption agreement, in form and substance reasonably satisfactory to Purchaser, pursuant to which Elementis Holdings shall assign to a Company or Company Subsidiary all of the rights, benefits and obligations of Elementis Holdings under the OCC APA, including for the avoidance of doubt all indemnification rights thereunder. Following the Closing Date, Sellers and Sellers' Parent shall forever jointly and severally indemnify and hold harmless Purchaser and its current and future Affiliates from and against, any and all Damages (as defined in the OCC APA) related to or arising out of Section 7.2(a)(i), Section 7.2(a)(iv), Section 7.2(a)(v) or Section 7.2(a)(vi) of the OCC APA fully to the same extent (and subject to the same limitations) that the Seller (as defined in the OCC APA) has agreed to indemnify Elementis Holdings under Section 7 of the OCC APA; provided, that (i) Purchaser shall exercise reasonable best efforts to enforce such indemnification rights directly against Seller (as defined in and pursuant to the OCC APA) before enforcing its indemnification rights against Sellers and Sellers' Parent under this Section 6.24, and (ii) in no event shall Sellers or Sellers' Parent be liable for any indemnification obligations hereunder in excess of $5,000,000 in the aggregate. (b) Each of the Sellers and Purchaser acknowledge and agree that pursuant to the OCC Assignment Agreement, (i) Elementis Holdings assigned all of its right, title and interest in, to and under the OCC APA with respect to the Assets (as defined in the OCC APA), including the Martin Marietta Agreement, to Elementis Chromium Inc.; and (ii) Elementis Chromium Inc. has assumed such right, title and interest and has also assumed all of Elementis Holdings' obligations with respect to the Assumed Liabilities (as defined under the OCC APA), including all payment and other obligations under the Martin Marietta Agreement. Following the Closing, Elementis Chromium Inc. shall be solely responsible for any obligations under the Martin Marietta Agreement and the Contracting Parties agree and acknowledge that none of Elementis Holdings or any of its Affiliates shall have any Liability whatsoever under, arising from or with respect to the Martin Marietta Agreement, and Purchaser shall, or shall cause Elementis Chromium Inc. to, indemnify Elementis Holdings and its Affiliates with respect to any Liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments or penalties suffered or incurred by them in connection with the Martin Marietta Agreement following the Closing. Section 6.25 OCC Termination Notice Comfort Letter. (a) Prior to Closing, Sellers shall use their reasonable best efforts to obtain a written confirmation from OCC confirming that OCC intends to timely withdraw the OCC Termination Notice in accordance with the terms of the Quarry Termination Agreement (the "Comfort Letter"). (b) Following the Closing Date, and prior to March 28, 2023, Purchaser shall, and shall cause the Companies and the Company Subsidiaries to, use reasonable best efforts to obtain the Comfort Letter. (c) Following the Closing Date, and prior to March 28, 2023, and notwithstanding receipt of the Comfort Letter, Purchaser shall use reasonable best efforts to comply with the Quarry License Agreement in all material respects, including Section 4 thereof. (d) In the event that OCC fails to rescind the OCC Termination Notice on or prior to March 28, 2023 despite Purchaser's compliance with Section 6.25(c), then Sellers shall reasonably cooperate with Purchaser in Purchaser's efforts to cause the rescission of the OCC Termination Notice in accordance with the Quarry License Agreement. Notwithstanding anything to the contrary herein, if the Comfort Letter is obtained at any time prior to March 28, 2023, the obligations of the parties hereto pursuant to this Section 6.25 shall automatically terminate as of date of the Comfort Letter. Section 6.26 Transition Services Agreement; Transitional Trademark License Agreement. From and after the date hereof, Sellers and Purchaser shall negotiate in good faith to finalize (i) the Transition Services Agreement and (ii) the Transitional Trademark License Agreement. ARTICLE VII CONDITIONS PRECEDENT Section 7.1 Conditions to the Obligations of Each Party_. The respective obligations of Sellers and Purchaser to consummate the Closing are subject to the satisfaction or waiver by Purchaser, on the one hand, or Sellers, on the other hand, at or before the Conditions Satisfaction Date and the Closing, of each of the following conditions: (a) Injunctions, Illegality. No Law or Order (that has not been vacated, withdrawn or overturned) shall be in effect that restrains, enjoins or otherwise prohibits or makes illegal the consummation of the transactions contemplated hereby. (b) Antitrust Laws. All waiting periods (and any extensions thereof) under the HSR Act with respect to the transactions contemplated by this Agreement, and any commitment to, or agreement (including any timing agreement) with, any Governmental Entity to delay the consummation of, or not to consummate before a certain date, the transactions contemplated by this Agreement, shall have expired or been terminated. Section 7.2 Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated hereby are subject to the satisfaction or waiver by Purchaser on or prior to the Conditions Satisfaction Date and/or the Closing, as specified below, of the following further conditions: (a) Performance. (i) All of the agreements and covenants of Sellers, Companies and Company Subsidiaries to be performed prior to the Conditions Satisfaction Date pursuant to this Agreement (other than Section 6.4) shall have been duly performed in all material respects as of the Conditions Satisfaction Date and (ii) all of the agreements and covenants of Purchaser to be performed prior to the Closing Date pursuant to Section 6.4 shall have been duly performed in all material respects as of the Condition Satisfaction Date and as of the Closing. -67- (b) Representations and Warranties. The representations and warranties of Sellers contained in Sections 3.1, 3_2 (other than clause (b) thereof), 3_3, 4.1, 4_2, 4_3, 4_4 and 4_5 shall be true and correct in all respects (other than de minimis inaccuracies) at and as of the Conditions Satisfaction Date as if made at and as of such time (other than those made as of a specified date, which shall be true and correct in all respects at and as of such specified date (other than de minimis inaccuracies)) and the other representations and warranties of Sellers contained in Article III and Article IV shall be true and correct (without giving effect to any "material", "materially", "Material Adverse Effect", "material adverse effect" or similar qualifiers contained in any of such representations and warranties other than the use of "Material Adverse Effect" contained in Section 3.6(12)) as of the Conditions Satisfaction Date as if made at and as of such time (other than those made as of a specified date, which shall be true and correct as of such specified date), except for such failures to be true and correct that do not have, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) No Material Adverse Effect. Since the date hereof up to the Conditions Satisfaction Date there shall not have occurred a Material Adverse Effect. (d) Closing Deliverables. Sellers shall have delivered to Purchaser all of those items required in Section 2.4(b) on or prior to the Conditions Satisfaction Date. (e) Quarry License Agreement. The (i) 90-day average of total dissolved solids (as such term is used in the Quarry License Agreement) disposed of in Quarry 2 (as defined in the Quarry License Agreement) shall not have exceeded 1,000 milligrams/liter for a period of fourteen (14) consecutive days following the date hereof, which period shall end on or prior to the Conditions Satisfaction Date and (ii) the daily total dissolved solids concentration of the Quarry 2 supernatant shall have been below 868 milligrams/liter for at least two (2) days that are at least seven (7) days apart and fall within a period of fourteen (14) consecutive days following the date hereof, which period shall end on or prior to the Conditions Satisfaction Date; provided, that the conditions to Closing set forth in this Section 7.2(e) shall be deemed to have been satisfied in the event that (x) OCC has withdrawn the OCC Termination Notice or (y) Sellers have obtained from OCC the Comfort Letter, in each case, prior to the Closing Date. Section 7.3 Conditions to the Obligations of Sellers. The obligations of Sellers to consummate the Closing are subject to the satisfaction or waiver by Sellers on or prior to the Conditions Satisfaction Date of the following further conditions: (a) Performance. All of the agreements and covenants of Purchaser to be performed prior to the Conditions Satisfaction Date pursuant to this Agreement shall have been duly performed in all material respects as of the Conditions Satisfaction Date. (b) Representations and Warranties. The representations and warranties of Purchaser contained in Article V shall be true and correct in all material respects at and as of the Conditions Satisfaction Date as if made at and as of such time (other than those made at and as of a specified date, which shall be true and correct in all material respects at and as of such specified date), except where the failure of such representations and warranties to be true and correct would not reasonably be expected to, individually or in the aggregate, materially impair or materially delay the ability of Purchaser to perform its obligations under this Agreement or consummate the transactions contemplated hereby. (c) Closing Deliverables. Purchase shall have delivered to Sellers all of those items required in Section 2.4(c) on or prior to the Conditions Satisfaction Date. Section 7.4 Frustration of Closing Conditions. Neither Purchaser nor Sellers may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure was caused by such party's failure to act in good faith or such parry's failure to act in material compliance with the terms of this Agreement. - 68 - ARTICLE VIII TERMINATION AND ABANDONMENT Section 8.1 Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned, at any time prior to the Closing: (a) by mutual written consent of Sellers and Purchaser; (b) by either Purchaser, on the one hand, or Sellers, on the other hand, if: (i) following the date of this Agreement, any court or other Governmental Entity shall have issued, enacted, entered, promulgated or enforced any Law or Order (that is final and non - appealable and has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated hereby; provided, that the party seeking to terminate this Agreement pursuant to this Section 8.1(b)(i) is not in material breach of this Agreement; or (ii) the Closing shall not have occurred on or prior to the date which is six (6) months from the date hereof (the "End Date"); provided, that if any of the conditions to Closing set forth in Section 7.1 have not been satisfied or waived on or prior to the End Date but all other conditions to Closing set forth in Article VII have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing), the End Date shall automatically be extended to the date which is twelve (12) months from the date hereof (without the necessity of any action by any party hereto) and such date, as so extended, shall be the End Date for all purposes under this Agreement; provided, further, that the right to terminate this Agreement pursuant to this Section 8.1 NOD shall not be available to any party whose actions in material breach of this Agreement or failure to take action in material breach of this Agreement has been the principal cause of or resulted in any of the conditions set forth in Article VII having failed to be satisfied prior to such date; (c) by Sellers, if. (i) any of the representations and warranties of Purchaser contained in Article V shall fail to be true and correct or (ii) there shall be a breach by Purchaser of any covenant or agreement of Purchaser in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 7.3(a) or Section 7.3(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (x) the thirtieth (301") day after written notice thereof is given by Sellers to Purchaser and (y) the day that is five (5) Business Days prior to the End Date; provided, that Sellers may not terminate this Agreement pursuant to this Section 8.1(c) if Sellers are in material breach of this Agreement; (d) by Sellers, if. (i) all of the conditions set forth in Section 7.1 and Section 7.3 have been satisfied or waived by Sellers (other than (A) those conditions that by their terms cannot be satisfied until the Closing, but which conditions are, at the time the notice of termination is delivered by Sellers to Purchaser, capable of being satisfied if the Closing were to occur at such time and (B) those conditions which have not been satisfied, in whole or in part, as a result of a breach of this Agreement by Purchaser), (ii) Sellers have confirmed in writing to Purchaser that Sellers are ready, willing and able to consummate the transactions contemplated by this Agreement and (iii) Purchaser does not consummate the Closing within three (3) Business Days of delivery of Sellers' confirmation set forth in the foregoing clause (ii); (e) by Purchaser, if: (i) any of the representations and warranties of Sellers contained in Article III or Article IV shall fail to be true and correct or (ii) there shall be a breach by Sellers of any covenant or agreement of Sellers in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 7.2(a) or Section 7.2(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (x) the thirtieth (30") day after written notice thereof is given by Purchaser to Sellers and (y) the day that is three (3) Business Days prior to the End Date; provided, that Purchaser may not terminate this Agreement pursuant to this Section 8.1(e) if Purchaser is in material breach of this Agreement; or (f) by Purchaser, if. (i) all of the conditions set forth in Section 7.1 and Section 7.2 have been satisfied or waived by Purchaser (other than (A) those conditions that by their terms cannot be satisfied until the Closing, but which conditions are, at the time the notice of termination is delivered by Purchaser to Sellers, capable of being satisfied if the Closing were to occur at such time and (B) those conditions which have not been satisfied, in whole or in part, as a result of a breach of this Agreement by Sellers), (ii) Purchaser confirmed in writing to Sellers that Purchaser is ready, willing and able to consummate the transactions contemplated by this Agreement and (iii) Sellers do not consummate the Closing within three (3) Business Days of delivery of Purchaser's confirmation set forth in the foregoing clause (ii). Section 8.2 Effect of Termination. (a) Subject to, and without limiting the effect of Section 8.2(b), in the event of the termination of this Agreement pursuant to Section 8.1 by Purchaser, on the one hand, or Sellers, on the other hand, written notice thereof shall forthwith be given to the other Contracting Party specifying the provision hereof pursuant to which such termination is made, and this Agreement shall be terminated and become void and have no effect, and there shall be no Liability hereunder on the part of Purchaser or Sellers, except that Section 6.2, Section 6.6(b), Section 6.9, Article IX, and this Section 8.2 shall survive any termination of this Agreement. Nothing in this Section 8.2 shall (i) relieve or release any party to this Agreement of any Liability or damages (which the parties acknowledge and agree shall not be limited to reimbursement of expenses or out-of-pocket costs, and may include to the extent proven the benefit of the bargain lost by a parry's equityholders (taking into consideration relevant matters, including other combination opportunities and the time value of money, which shall be deemed in such event to be damages of such party)) arising out of (A) such party's intentional breach of any provision of this Agreement, (B) Fraud, or (C) subject to Sections 8.2(b) and Uc), any termination of this Agreement pursuant to the provisions enumerated in the first sentence of Section 8.2(b). (b) In the event that (y) (i) Sellers terminate this Agreement pursuant to Section 8.1(c) or Section 8.1(d), (ii) Purchaser or Sellers terminate this Agreement pursuant to Section 8.1(b)(ii) and (A) at or immediately prior to such termination, the conditions to the Closing set forth in Section 7.1 and Section 7_2 (other than those conditions that by their nature cannot be satisfied until the Closing) are satisfied or waived in writing by the relevant parties hereto or (B) at the time of such termination, Sellers would have been entitled to terminate this Agreement pursuant to Section 8.1(c) or (iii) Sellers or Purchaser terminate this Agreement pursuant to Section 8.1(b)(i), then Purchaser shall pay, or cause to be paid, to Sellers the Termination Payment, or (z) Purchaser terminated this Agreement pursuant to Section 8.1(f), then Sellers shall pay, or cause to be paid, to Purchaser the Termination Payment, in each case, without offset or deduction of any kind, as promptly as reasonably practicable and, in any event, within two (2) Business Days following such termination, by wire transfer of immediately available funds to an account specified by Sellers or Purchaser, as applicable, in writing (the applicable Contracting Party receiving the Termination Payment pursuant to the first sentence of this Section 8.2(b), the "Receiving Party", and the applicable Contracting Party paying the Termination Payment pursuant to the first sentence of this Section 8.2 b , the "Paying Party'). Solely for purposes of establishing the basis for the amount thereof, and without in any way increasing or decreasing the amount of the Termination Payment or expanding the circumstances in which the Termination Payment is to be paid, it is agreed that the Termination Payment constitutes liquidated damages, and not a penalty, and the payment of the Termination Payment in the circumstances specified herein is supported by due and sufficient consideration. The Contracting Parties acknowledge and agree that, if this Agreement is terminated pursuant to the provisions enumerated in the first sentence of this Section 8.2(b), then, except in the case of an intentional breach of this Agreement by -70- the Receiving Party, the right of the Receiving Party to receive the Termination Payment shall be the sole and exclusive remedy with respect to monetary damages owed by Paying Party and its Affiliates to the Receiving Party and its Affiliates or any of its respective Representatives for any loss suffered as a result of the failure of the Closing to be consummated. Each of the parties hereto acknowledges and agrees that the agreements contained in this Section 8.2(b) are an integral part of this Agreement, and that without these agreements, the other party would not enter into this Agreement. Accordingly, if the Paying Party fails to promptly pay the Termination Payment in full when due and, in order to obtain such payment, the Receiving Party commences a suit that results in a judgment against Paying Party (and/or the Purchaser Guarantor, if the Paying Party is Purchaser) for the Termination Payment or any portion thereof, the Paying Party shall pay to the Receiving Party (i) the costs and expenses (including attorneys' fees) in connection with such suit and (ii) interest on the amount of such Termination Payment or portion thereof through the date of payment at the rate of 8% per annum, compounded quarterly. (c) The Contracting Parties acknowledge and agree that, except in the case of an intentional breach of this Agreement by the Paying Party, if this Agreement is terminated pursuant to the provisions enumerated in the first sentence of Section 8.2(b), then, except for the right of the Receiving Party to seek (i) damages or relief (whether at law, in equity, in contract, in tort or otherwise) for any breach, loss or damage under the Confidentiality Agreement and (ii) an injunction, specific performance or other equitable relief pursuant to, and subject to the limitations set forth in, Section 9.12, the Receiving Parry's and its Affiliates' sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) against the Paying Party, the Purchaser Guarantor (if the Paying Party is Purchaser) and any of their respective former, current or future directors, officers, employees, agents, general or limited partners, managers, members, stockholders, Affiliates or assignees or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate or assignee of any of the foregoing for any breach, loss or damage under this Agreement shall be to (A) terminate this Agreement and receive payment of the Termination Payment and (B) receive payment of all fees, costs and expenses provided herein. In the event of an intentional breach of this Agreement by the Paying Party, the Receiving Party shall have the right to sue for damages which are in excess of the Termination Payment (which the parties hereto acknowledge and agree shall not be limited to reimbursement of expenses or out-of-pocket costs, and may include, to the extent proven, the benefit of the bargain lost by the relevant Contracting Party (taking into consideration relevant matters, including combination opportunities and the time value of money). ARTICLE IX MISCELLANEOUS Section 9.1 Fees and Expenses. Except as set forth in Sections 23(c), 6.1 (a), 6.6(b), 6.8(b), 6.10 b 6.12, 6.15, 6.18, 6.20, 6.24, 8.2(b), and 8.2(c), all costs and expenses incurred in connection with this Agreement and the consummation of the transactions contemplated hereby shall be paid by the party incurring such costs and expenses. Section 9.2 Extension, Waiver. Subject to the express limitations herein, at any time prior to the Closing, the Contracting Parties may (a) extend the time for the performance of any of the obligations or other acts of the other Contracting Party, (b) waive any inaccuracies in the representations and warranties contained herein by any other applicable party or in any document, certificate or writing delivered pursuant hereto by any other applicable party or (c) waive compliance with any of the agreements or conditions contained herein. Any agreement on the part of any Contracting Party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. No failure or delay on the part of any Contracting Party in the exercise of any right hereunder shall impair such right or be construed as a waiver of, or acquiescence in, any breach of any representation, warranty, -71- covenant or agreement herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right. Section 9.3 Notices. Except as otherwise provided herein, all notices, requests, claims, demands, waivers and other communications hereunder shall be in writing and shall be delivered by hand, sent by first class registered or certified mail, postage prepaid, or sent by email transmission (having requested electronic delivery confirmation thereof) to the respective parties as follows (or, in each case, as otherwise notified by any of the Contracting Parties) and shall be effective and deemed to have been given (i) upon receipt of electronic delivery confirmation (excluding any automatic responses), (ii) when received if delivered by hand on any Business Day and (iii) when received by the addressee if sent by first class registered or certified mail, postage prepaid: (a) If to Sellers or Sellers' Parent, at: Elementis Global LLC 469 Old Trenton Rd East Windsor, New Jersey 08512 Attention: Group General Counsel and Company Secretary Email: anna.lawrence@elementis.com with a copy (which shall not constitute notice) to: White & Case LLP 1221 Avenue of the Americas New York, New York 10020-1095 Attention: Chang -Do Gong, Esq. Kristen Rohr, Esq. Email: cgong@whitecase.com kristen.rohr@wbitecase.com (b) if to Purchaser or Purchaser Guarantor, at: Yildirim Holding A.S. Yildirim Tower, Maslak Mah., Tasyoncasi Sok. No: 1 C B2 Blok, 34485 Sariyer / Istanbul Attention: Evren 4ztiirk Orqun Gokalp E-mail: evren.orturk@yildirimgroup.com orcun.gokalp@yildirimgroup.com mna@yildirimgroup.com Ita@yildirimgroup.com with a copy (which shall not constitute notice) to: Latham & Watkins LLP 811 Main Street, Suite 3700 Houston, Texas 77002 Attention: Nick Cline Kevin M. Richardson E-mail: nick.cline@lw.com kevin.richardson@lw. com; -72- or to such other Person or address as any party shall specify by notice in writing in accordance with this Section 9.3 to each of the other parties. Notices sent by multiple means, each of which is in compliance with the provisions of this Agreement will be deemed to have been received at the earliest time provided for by this Agreement. Section 9.4 Entire Agreement. This Agreement, together with the Exhibits hereto and the Schedules, contains the entire understanding of the Contracting Parties with respect to the subject matter contained herein and supersedes all prior agreements and understandings, oral and written, with respect thereto, other than the Confidentiality Agreement. This Section 9.4 shall not be deemed to be an admission or acknowledgement by any of the Contracting Parties that any prior agreements or understandings, oral or written, with respect to the subject matter hereof exist, other than the Confidentiality Agreement. Section 9.5 Non -Recourse; Release. (a) Except to the extent otherwise set forth in the Confidentiality Agreement, (i) all claims, obligations, Liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the "Contracting Parties") and (ii) no Person who is not a Contracting Party, including any past, present or future incorporator, stockholder, equityholder, Affiliate, Representative or assignee of, and any financial advisor or lender to, any Contracting Party, or any past, present or future incorporator, stockholder, equityholder, Affiliate, Representative or assignee of, and any financial advisor or lender to, any of the foregoing (collectively, the "Nonparty Affiliates"), shall have any Liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or Liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the Confidentiality Agreement or in any other Contract between a Contracting Party and a Nonparty Affiliate), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such Liabilities, claims and causes of action against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise set forth in the Confidentiality Agreement or in any other Contract between a Contracting Party and a Nonparty Affiliate, each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement. (b) Without limiting the foregoing, except with respect to Fraud, effective as of the Closing, Purchaser, on behalf of itself and its officers, directors, equityholders, Subsidiaries (including, following the Closing, the Companies and the Company Subsidiaries) and Affiliates, and each of their respective successors and assigns (the "Purchaser Related Parties"), hereby releases, acquits and forever discharges to the fullest extent permitted by Law, without the need for any further action, Sellers and their respective past and present parent and subsidiary companies and Affiliates and their respective current and former directors, officers, partners, members, managers, equity holders, employees, agents, counsel, assigns and Affiliates (each, a "Sellers' Releasee") of, from and against any and all any and all claims, liabilities, obligations, actions, causes of action, claims, demands, damages, judgments, debts, dues and suits whether at law or in equity, matured or unmatured, known or unknown, suspected and unsuspected, asserted or unasserted, absolute or contingent, accrued or unaccrued, disclosed or undisclosed, and whether due or to become due, for damages actual and consequential, contingent or liquidated or otherwise of every kind, nature and description whatsoever, which Purchaser, the Purchaser Related Parties ever had, now has or may have on or by reason of any matter, cause or thing whatsoever to the Closing Date. Purchaser agrees - 73 - not to, and agrees to cause the Purchaser Related Parties, not to, assert any claim against the Sellers' Releasees. Notwithstanding the foregoing, Purchaser and the Purchaser Related Parties retain, and do not release, their rights and interests under the terms and conditions of this Agreement and the Confidentiality Agreement. In furtherance of the foregoing, Purchaser, on behalf of itself and the Purchaser Related Parties hereby releases any claims they may at any time have against each Sellers' Releasee under all Environmental Laws, including the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, and any analogous state or local Laws, in each case in respect of this Agreement. Section 9.6 Binding Effect; Benefit; Assi ng ent. This Agreement shall inure to the benefit of and be binding upon the Contracting Parties and, with respect to the provisions of Sections 6.8, 6.11, 6.12, 6.20, 9_5, 9.10 and 9.13, shall inure to the benefit of the Persons benefiting from the provisions thereof all of whom are intended to be third -party beneficiaries thereof. No other Person not party to this Agreement shall be entitled to enforce this Agreement. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the Contracting Parties without the prior written consent of the other Contracting Party; provided, however, Purchaser or any Seller may assign its rights and obligations under this Agreement to any of its Affiliates without prior written consent. Any attempted assignment in violation of this Section 9.6 will be void. The Debt Financing Sources shall be express third party beneficiaries of Sections 9.6, 9_7. 9.10 and 9.13, each of such Sections shall expressly inure to the benefit of the Debt Financing Sources and the Debt Financing Sources shall be entitled to rely on and enforce the provisions of such Sections. Section 9.7 Amendment and Modification. This Agreement may not be amended or modified except by a written instrument executed by all parties to this Agreement. Notwithstanding anything to the contrary contained herein, Sections 9.6, 9_7, 9.10 and 9.13 (and any other provision of this Agreement to the extent an amendment, supplement, waiver or other modification of such provision would modify the substance of such Sections) may not be amended, supplement, waived or otherwise modified without the prior written consent of the Debt Financing Sources. Section 9.8 Survival. None of the representations and warranties, agreements or covenants set forth in this Agreement or in any certificate or document delivered at, or prior to, the Closing in connection with this Agreement shall survive the Closing Date and the consummation of the transactions contemplated hereby, and thereafter none of Sellers or Purchaser shall be under any Liability whatsoever with respect to any such representation, warranty, agreement or covenant. Purchaser shall have no post - Closing remedy for breaches of any representation, warranty, agreement or covenant set forth in this Agreement or in any certificate delivered at the Closing. Notwithstanding the foregoing, the agreements and covenants set forth in Article I and this Article IX and Sections 2.3, 2_5, 6_3, 6.5 c , 6_6, 6.7, 6.8, 6_9, 6.101) 6.11, 6.12, 6.14, 6.15 c , 6.19, 6.20, 6.22, 6.23, 6.24, 6.25 and 8_2 shall survive in accordance with their terms. Section 9.9 Counterparts. This Agreement may be executed and delivered in several counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same agreement. Electronic and facsimile copies of an original executed signature page (including, copies electronically transmitted in portable document format or ".pdf') will be deemed the same as the original executed signature page. Electronically executed versions of a signature page through the DocuSign, Inc. electronic signing system will also be deemed the same as an original executed signature page. At the request of any Contracting Party at any time, each Contracting Party shall promptly confirm all electronic or facsimile copies, and all electronically executed versions, of any signature page by manually executing and delivering a duplicate original signature page. Section 9.10 Applicable Law. THIS AGREEMENT AND THE LEGAL RELATIONS BETWEEN THE CONTRACTING PARTIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE -74- CONFLICT OF LAWS RULES THEREOF. THE STATE OR FEDERAL COURTS LOCATED WITHIN THE STATE OF DELAWARE SHALL HAVE EXCLUSIVE JURISDICTION OVER ANY AND ALL DISPUTES BETWEEN THE CONTRACTING PARTIES, WHETHER IN LAW OR EQUITY, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE AGREEMENTS, INSTRUMENTS AND DOCUMENTS CONTEMPLATED HEREBY AND THE CONTRACTING PARTIES CONSENT TO AND AGREE TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS. EACH OF THE CONTRACTING PARTIES HEREBY WAIVES AND AGREES NOT TO ASSERT IN ANY SUCH DISPUTE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM THAT (I) SUCH PARTY IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURTS, (II) SUCH PARTY AND SUCH PARTY'S PROPERTY IS IMMUNE FROM ANY LEGAL PROCESS ISSUED BY SUCH COURTS OR (III) ANY LITIGATION OR OTHER PROCEEDING COMMENCED IN SUCH COURTS IS BROUGHT IN AN INCONVENIENT FORUM. NOTWITHSTANDING THE FOREGOING, EACH OF THE CONTRACTING PARTIES HEREBY AGREE THAT IT WILL NOT BRING OR SUPPORT ANY ACTION, CAUSE OF ACTION, CLAIM, CROSS -CLAIM OR THIRD PARTY CLAIM OF ANY KIND OR DESCRIPTION, WHETHER AT LAW OR IN EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST PURCHASER'S DEBT FINANCING SOURCES IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING, ANY DISPUTE ARISING OUT OF OR RELATING IN ANY WAY TO THE DEBT FINANCING OR THE PERFORMANCE THEREOF, IN ANY FORUM OTHER THAN THE SUPREME COURT OF THE STATE OF NEW YORK, COUNTY OF NEW YORK, OR, IF UNDER APPLICABLE LAW EXCLUSIVE JURISDICTION IS VESTED IN THE FEDERAL COURTS, THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK (AND APPELLATE COURTS THEREOF), AND THAT THE PROVISIONS OF Section 9.13 RELATING TO THE WAIVER OF JURY TRIAL SHALL APPLY TO ANY SUCH ACTION, CAUSE OF ACTION, CLAIM, CROSS -CLAIM OR THIRD PARTY CLAIM. THE PARTIES HEREBY AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING IN THE MANNER PROVIDED IN Section 9.1 OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW, SHALL BE VALID AND SUFFICIENT SERVICE THEREOF AND HEREBY WAIVE ANY OBJECTIONS TO SERVICE ACCOMPLISHED IN THE MANNER HEREIN PROVIDED. Section 9.11 Severability. If any term, provision, covenant or restriction contained in this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable or against its regulatory policy, the remainder of the terms, provisions, covenants and restrictions contained in this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable term, provision, covenant or restriction or any portion thereof had never been contained herein; provided, that notwithstanding anything in this Agreement to the contrary, the Contracting Parties intend that the remedies and limitations thereon (including Sections 9.5, 9_6, 9.10, 9.12 and 9.13) to each be construed as an integral provision of this Agreement and that such remedies and limitations shall not be severable in any manner that increases the Liability or obligations of Sellers and no Contracting Party shall be required to take any action that would increase any such obligations or Liabilities of Sellers. Upon such a determination, the Contracting Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Contracting Parties as closely as possible in a reasonably acceptable manner in order that the transactions contemplated hereby may be consummated as originally contemplated to the fullest extent possible. Section 9.12 Specific Enforcement. (a) The Contracting Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached or threatened to be breached and that an award of money damages would be - 75 - inadequate in such event. Accordingly, it is acknowledged that the Contracting Parties and the third party beneficiaries of this Agreement shall be entitled to equitable relief, without proof of actual damages, including an injunction or injunctions or Orders for specific performance to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in addition to any other remedy to which they are entitled at law or in equity as a remedy for any such breach or threatened breach. Each Contracting Party further agrees that no other Contracting Party or any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 9.12, and each Contracting Party (i) irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument and (ii) agrees to cooperate fully in any attempt by the other party or parties in obtaining such equitable relief. Each Contracting Party further agrees that the only permitted objection that it may raise in response to any Action for equitable relief is that it contests the existence of a breach or threatened breach of this Agreement. (b) For the avoidance of doubt, while the Contracting Parties may pursue both a grant of specific performance of the other Parry's obligations to consummate the Closing in accordance with the provisions set forth in Section 9.12(a) and (b) and, after termination pursuant to the provisions enumerated in the first sentence of Section 8.2(b), the payment of the Termination Payment, the Contracting Parties shall not be permitted or entitled to receive both such grant of specific performance and payment of the Termination Payment. Section 9.13 Waiver of Jury Trial. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES, AND AGREES TO CAUSE ITS SUBSIDIARIES TO WAIVE, ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. Section 9.14 Rules of Construction. The Contracting Parties agree that they have been represented by counsel during the negotiation and execution of this Agreement and have participated jointly in the drafting of this Agreement and, therefore, waive the application of any Law, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. Section 9.15 Interpretation. Matters reflected in the Schedules are not necessarily limited to matters required by this Agreement to be reflected in the Schedules. To the extent any such additional matters are included, they are included for informational purposes and do not necessarily include other matters of a similar nature. In no event shall any disclosure of additional matters be deemed or interpreted to broaden or otherwise amend any of the covenants or representations or warranties in this Agreement. Headings and subheadings have been inserted in the Schedules for convenience of reference only and shall to no extent have the effect of amending or changing the express description thereof as set forth in this Agreement. Disclosure of any fact or item in this Agreement or any Schedule referenced by a particular Section in this Agreement shall be deemed to have been disclosed with respect to every other Section in this Agreement to the extent that it is reasonably apparent from the face of such disclosure that such disclosure would apply to such other Sections. The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement or Schedules or Exhibits attached hereto is not intended to imply that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not material or within or outside of the ordinary course of business, and no Contracting Party shall use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement or the Schedules or Exhibits in any dispute or controversy between the parties as to whether any obligation, item or matter not described or included in this Agreement or in any section of the Schedules or Exhibits is or is material or within or outside of the ordinary course of business for purposes of this Agreement. The information contained in this Agreement and in the Schedules and Exhibits hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall be -76- deemed to be an admission by any Contracting Party to any third party of any matter whatsoever (including any violation of any Contract, Law or Order). The Contracting Parties do not assume any responsibility to any Person that is not a party to this Agreement for the accuracy of any information set forth in the Schedules. The information set forth in the Schedules was not prepared or disclosed with a view to its potential disclosure to others. Subject to applicable Law, such information is disclosed in confidence for the purposes contemplated in this Agreement and is subject to the confidentiality provisions of any other agreements, including the Confidentiality Agreement, entered into by the Contracting Parties or their Affiliates. Moreover, in disclosing the information in the Schedules, each Contracting Party expressly does not waive any attorney -client privilege associated with such information or any protection afforded by the work -product doctrine with respect to any of the matters disclosed or discussed therein. Section 9.16 Time of the Essence. Time is of the essence in this Agreement. If the date specified for giving any notice or taking any action is not a Business Day (or if the period during which any notice is required to be given or any action taken expires on a date which is not a Business Day), then the date for giving such notice or taking such action (and the expiration date of such period during which notice is required to be given or action taken) shall be the next date which is a Business Day. Section 9.17 Purchaser Guarantee. (a) Purchaser Guarantor is executing this Agreement to guaranty the performance of Purchaser under this Agreement and any agreement executed pursuant to this Agreement. Purchaser Guarantor hereby unconditionally and irrevocably guarantees, as the primary obligation of Purchaser Guarantor, Purchaser's due, prompt and full performance, payment and discharge when due of Purchaser's obligations pursuant to this Agreement, including (i) the payment of the Initial Purchase Price on the Closing Date pursuant to Section 2.2(b) and any Purchase Price Adjustment or fees or costs payable pursuant to Section 2.3, (ii) the payment or indemnification obligations pursuant to Section 6.19, 6.20 i , Section 6.20(c), Section 6.22 or Section 6.23 or (iii) the payment of the Termination Payment or other payment pursuant to Section 8.2(b) or U (collectively, the "Guaranteed Purchaser Obligation") and Purchaser Guarantor hereby assumes all of Purchaser's Liabilities contained in this Agreement and in any other instrument or agreement to be delivered by Purchaser as contemplated hereby. Purchaser Guarantor agrees that Sellers shall be entitled to enforce directly against Purchaser Guarantor the Guaranteed Purchaser Obligation. Purchaser Guarantor understands that Sellers are relying on this guaranty in entering into this Agreement. (b) Waiver. Purchaser Guarantor hereby waives promptness, diligence, all setoffs, presentments, protests and notice of acceptance and any other notices relating to the Guaranteed Purchaser Obligation and any requirement for Sellers to protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against Purchaser, any other entity or any collateral. (c) Reinstatement. The obligations of Purchaser Guarantor under this Section 9.17 shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment of the Guaranteed Purchaser Obligation is rescinded or must otherwise be returned to Purchaser or any other entity, upon the insolvency, bankruptcy, arrangement, adjustment, composition, liquidation or reorganization of Purchaser or such other entity, or for any other reason, all as though such payment had not been made. (d) Continuing Guaranty_. This Section 9.17 is a continuing guaranty and shall (i) remain in full force and effect until the indefeasible payment in full of the Guaranteed Purchaser Obligation, (ii) be binding upon Purchaser Guarantor and each of its respective successors and assigns, and (iii) inure to the benefit of and be enforceable by Purchaser and its respective successors, transferees, and assigns. - 77 - (e) No Duty to Pursue Others. It shall not be necessary for Sellers (and Purchaser Guarantor hereby waives any rights which Purchaser Guarantor may have to require Sellers), in order to enforce such payment by Purchaser Guarantor, first to (i) institute suit or pursue or exhaust its remedies against Purchaser or any other Person, (ii) enforce Sellers' rights against any other guarantors of the Guaranteed Purchaser Obligation, (iii) join Purchaser or any others liable on the Guaranteed Purchaser Obligation in any action seeking to enforce this Section 9.17, (iv) exhaust any remedies available to Sellers against any security which shall ever have been given to secure the Guaranteed Purchaser Obligation, or (v) resort to any other means of obtaining payment of the Guaranteed Purchaser Obligation. (f) Due Authorization. The execution, delivery and performance by Purchaser Guarantor of this Agreement and the consummation of the transactions contemplated hereby are within the limited liability company powers of Purchaser Guarantor and have been duly authorized by all necessary action on the part of Purchaser Guarantor. (g) Miscellaneous. Sections 9.3, 9.7, 9_9, 9.10, and 9.13 are incorporated by reference into this Section 9.17 and applied to Purchaser Guarantor mutatis mutandis. -78- DocuSign Envelope ID: 1 D35B5A7-8638-483E-AF6F-866C1352EE02 IN WITNESS WHEREOF, each of the Contracting Parties have caused this Agreement to be executed by their respective officers thereunto duty authorized, all as of the date first above written. ELEMENTIS GLOBAL LLC o Sw. W: Wirmov- Name: au aterman Title: President and Manager [Signature Page to Share Purchase Agreement] DocuSign Envelope ID: 47C588C6-8420415B-885E-8F87CD086CFD ELEMENTIS HOLDINGS LIMITED Dmusi�o by: I By: I�eey �- Name: Rap ewtns Title: Director [Signature Page to Share Purchase Agreement] DocuSign Envelope ID: 47C588C6-8420415B-885E-8F87CD086CFD ELEMENTIS UK LIMITED o usgma by- By: [I � Name: MONTewmn Title: Director [Signature Page to Share Purchase Agreement] DocuSign Envelope ID: 47C588C6-8420-415B-885E-8F87CDO86CFD Solely for purposes of Section 6.3 and Section 6.24 herein SELLERS' PARENT: ELEMENTIS PLC LDxuSlyned by: IJ 11 Name: Rap ewm Title: Director [Signature Page to Share Purchase Agreement] PURCHASER: AMERICAN CHROMIUM COMPANY LLC By: Name: Evren Ozturk Title: Director and Special Proxyholder [Signature Page to Share Purchase Agreement] Solely for purposes of Section 9.17 herein PURCHASER GUARANTOR: YILDIRIM INTERNATIONAL INVESTMENT HOLDING B.V. By: �`(\ Name: Evren Ozturk Title: Director and Special Proxyholder [Signature Page to Share Purchase Agreement]