Huntsman Uses in Definitions Clause

Definitions from Employee Matters Agreement

This EMPLOYEE MATTERS AGREEMENT, made and entered into effective as of , 2017, is by and between Huntsman Corporation, a Delaware corporation (Huntsman), and Venator Materials PLC, a public company limited by shares and incorporated under the laws of England and Wales (VMC). Huntsman and VMC are also referred to in this Agreement individually as a Party and collectively as the Parties. Capitalized terms used herein not otherwise defined shall have the respective meanings assigned to them in Section 1.1.

Definitions. As used in this Agreement, the following terms have the meanings set forth in this Section 1.1: Adjusted Huntsman RSUs has the meaning set forth in Section 4.2(e). Affiliate has the meaning set forth in the Separation Agreement. Agreement means this Employee Matters Agreement, together with all Schedules hereto and all amendments, modifications, and changes hereto entered into pursuant to Section 13.9. ASC 718 means Accounting Standards Codification Topic 718, Compensation Stock Compensation, or any successor accounting standard. Assets has the meaning set forth in the Separation Agreement. Benefit Management Records has the meaning set forth in Section 3.3(b). Benefit Plan means any contract, agreement, policy, practice, program, plan, trust, commitment or arrangement (whether written or unwritten) providing for benefits, perquisites or compensation of any nature to any Employee, or to any family member, dependent, or beneficiary of any Employee, including pension plans, thrift plans, supplemental pension plans and welfare plans, and contracts, agreements, policies, practices, programs, plans, trusts, commitments and arrangements providing for terms of employment, fringe benefits, severance benefits, change in control protections or benefits, travel and accident, life, disability and accident insurance, tuition reimbursement, travel reimbursement, vacation, sick, personal or bereavement days, leaves of absences and holidays. COBRA means the U.S. Consolidated Omnibus Budget Reconciliation Act of 1985, as codified at Section 601 et seq. of ERISA and at Section 4980B of the Code. Code means the Internal Revenue Code of 1986, as amended. Collective Bargaining Agreements has the meaning set forth in Section 3.1(i). Defined Benefit Transfer Date has the meaning set forth in Section 6.3. Dividend Accounts has the meaning set forth in Section 4.2(f). Effective Time has the meaning set forth in the Separation Agreement. Employee means any Huntsman Group (organization) values">Huntsman Group Employee, Former Huntsman Group Employee (organization) values">Huntsman Group Employee or VMC Group Employee. Employee Transfer Date means the legal Employee transfer date, which may differ among and between certain groups of Employees, but which is expected to be on or around May 1, 2017. Equity Award Ratio means the ratio (as expressed as a quotient) determined by dividing the Huntsman VWAP by the VMC VWAP. ERISA means the U.S. Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder. Former Huntsman Group Employees (organization) values">Huntsman Group Employees means all former employees of the Huntsman Group. Former VMC Group Employees means all former employees of the VMC Group. FSA Participation Period has the meaning set forth in Section 9.4(b). HIPAA means the U.S. Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations promulgated thereunder and any similar foreign, state, provincial or local Law. HSA Participation Period has the meaning set forth in Section 9.4(c). Huntsman has the meaning set forth in the preamble to this Agreement. Huntsman Benefit Plan means any Benefit Plan sponsored or maintained by a member of the Huntsman Group immediately prior to the Plan Transfer Date or Employee Transfer Date, as applicable, other than any Benefit Plan sponsored or maintained exclusively by a member of the VMC Group. Huntsman Common Stock (organization) values">Huntsman Common Stock means a share of Huntsmans common stock, par value $0.01. Huntsman Deferred Compensation Plan means the Amended and Huntsman Supplemental Savings Plan (organization) values">Restated Huntsman Supplemental Savings Plan, as amended. Huntsman Defined Benefit Plans (organization) values">Huntsman Defined Benefit Plans means all Benefit Plans sponsored by one or more members of the Huntsman Group that are subject to Title IV of ERISA, other than the VMC Group Defined Benefit Plans. Huntsman Defined Contribution Plans means all Benefit Plans sponsored by one or more members of the Huntsman Group that provide retirement benefits that are subject to Code Section 401(a), but not Title IV of ERISA, or applicable analogous foreign jurisdiction laws. Huntsman Director means any individual who is a non-employee member of the Huntsman (organization) values">Board of Directors of Huntsman immediately prior to the Effective Time. Huntsman Entity means any member of the Huntsman Group. Huntsman Equity Plans (organization) values">Huntsman Equity Plans means the Huntsman Stock Incentive Plan, the Huntsman Corporation (organization) values">Huntsman Corporation 2016 Stock Incentive Plan, and any other plan or agreement sponsored or maintained by Huntsman as of the Effective Time pursuant to which equity or other long-term incentive awards are or may be granted (in each case, as amended from time to time). Huntsman Europe (location) values">Huntsman Europe BVBA Belgium means the defined benefit plan maintained by a member of the Huntsman Group for the benefit of both Huntsman Group Employees and VMC Group Employees. Huntsman Group has the meaning set forth in the Separation Agreement. Huntsman Group Employees has the meaning set forth in Section 3.1(b). Huntsman LTI Awards means the Huntsman Options, the Huntsman Phantom Shares (organization) values">Huntsman Phantom Shares, the Huntsman Restricted Stock (organization) values">Huntsman Restricted Stock and the Huntsman Restricted Stock Units (organization) values">Huntsman Restricted Stock Units. Huntsman Option mea

Definitions from Transition Services Agreement

This TRANSITION SERVICES AGREEMENT, dated [*], 2017 (this Agreement), is by and between Huntsman Corporation, a Delaware corporation (Huntsman), and Venator Materials PLC, a public limited company incorporated and registered under the laws of England and Wales with company number 10747130 and a wholly owned indirect subsidiary of Huntsman (Venator). Huntsman and Venator are sometimes referred to herein individually as a Party, and collectively as the Parties.

Definitions. Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement shall have the same meaning as in the Separation Agreement. The following capitalized terms used in this Agreement shall have the meanings set forth below: 2017 Operating Plan means the 2017 budget and operating plan, based on the operating run-rate at the end of 2016 and excluding anticipated cost increases estimated for the operation of Venator Group on a stand-alone basis, as implemented by the Venator Group for purposes of managing and tracking expenditures for 2017. Additional Services has the meaning set forth in Section 2.2. Accessing Party has the meaning set forth in Section 9.2(a). Affiliate means, when used with respect to a specified Person, a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Person. For the purpose of this definition, control (including with correlative meanings, controlled by and under common control with), when used with respect to any specified Person, means 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 or other interests, by contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment, undertaking or otherwise. From and after the Effective Date, (a) no member of the Venator Group shall be deemed to be an Affiliate of any member of the Huntsman Group (organization) values">Huntsman Group and (b) no member of the Huntsman Group shall be deemed to be an Affiliate of any member of the Venator Group. Agreement has the meaning set forth in the preamble. Business Day means a day other than a Saturday, a Sunday or a day on which banking institutions located in the State of Texas are authorized or obligated by applicable Law or executive order to close. Direct Costs means the sum of (a) an allocated portion of the fully burdened cost (including salary, hourly costs, or overtime costs and benefits) of Huntsman Groups employees who provide the applicable Service, where such allocation is based upon the number of hours each such employee provides Services under this Agreement during the applicable month as reasonably estimated by Huntsman Group and previously communicated to and agreed by Venator Group, (b) actual out-of-pocket expenses of personnel performing the Services to the extent incurred in connection with providing Services (including travel, accommodations and meal expenses in accordance with the Huntsman Groups policies), (c) the actual cost (without markup) of all materials, spare parts, tools, equipment, consumables and supplies of Huntsman Group (including freight, taxes or warehouse handling charges) that are associated with provision of the applicable Service (based upon the portion of time and to the extent used in providing such Services if not consumed entirely in providing such Services), (d) other actual out-of-pocket expenses that are incurred in connection with providing the Services, including any third party costs for express mail, long distance charges, facsimile charges, reproduction, postage, license fees and other similar third-party costs, and (e) taxes and all excise fees applicable to the Services or Fees (other than taxes based upon the net income or revenue of Huntsman Group). Dispute has the meaning set forth in Section 11.8. Exhibits means the Exhibits attached hereto. Force Majeure Event has the meaning set forth in Section 10.1. Huntsman has the meaning set forth in the preamble. Huntsman Group means Huntsman and, to the extent related to the Services to be provided, its Affiliates (excluding, for the avoidance of doubt, Venator). Initial Services has the meaning set forth in Section 2.1. Person means an individual, a general or limited partnership, a corporation, a trust, a joint venture, an unincorporated organization, a limited liability entity, any other entity and any Governmental Authority. Pigments and Additives Business means the pigments and additives segment of Huntsman as described in Huntsmans Annual Report on Form 10-K for the period ended December 31, 2016. Security Regulations has the meaning set forth in Section 9.2(a). Separation Agreement has the meaning set forth in the recitals. Service Coordinator has the meaning set forth in Section 2.4(b). Service Provider means any member of the Huntsman Group or the Venator Group, as applicable, when it is providing Services to any member of the other Partys Group. Service Provider Group means the Huntsman Group or the Venator Group, as applicable, when it is providing Services to any member of the other Partys Group. Service Recipient means any member of the Venator Group or the Huntsman Group, as applicable, when it is receiving Services from any member of the other Partys Group. Service Recipient Group means the Venator Group or the Huntsman Group, as ap

Definitions from Amended and Restated Asset Purchase Agreement

THIS AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (this Agreement), dated as of June 22, 2007, is made and entered into by and among Flint Hills Resources, LP, a Delaware limited partnership (the Transferee) and Flint Hills Resources, LLC, a Delaware limited liability company (the Purchaser), on the one hand, and Huntsman International LLC, a Delaware limited liability company (HI), Huntsman Petrochemical Corporation, a Delaware corporation (Huntsman Petrochemical), Huntsman International Chemicals Corporation, a Utah corporation (HIC), Huntsman Polymers Holdings Corporation, a Delaware corporation (HPHC), Huntsman Expandable Polymers Company, LC, a Utah limited liability company (HEPC), Huntsman Polymers Corp., a Delaware corporation (HPC), and Huntsman Chemical Company of Canada, Inc., a Quebec corporation (Huntsman Canada, and together with HI, Huntsman Petrochemical, HIC, HPHC, HEPC and HPC, the Sellers and, each individually, a Seller), on the other hand. The Purchaser, the Tran

Definitions. The following terms, as used herein, have the following meanings: ADA means the Americans with Disabilities Act of 1990, 42 U.S.C. SS 12101 et seq., as amended, and the rules and regulations promulgated thereunder. ADEA means the Age Discrimination in Employment Act of 1967, 29 U.S.C. SS 621 et seq., as amended, and the rules and regulations promulgated thereunder. Affiliate of any specified Person means any other Person directly or indirectly Controlling or Controlled by or under direct or indirect common Control with such specified Person. Ancillary Documents means the Purchaser Ancillary Documents and the Seller Ancillary Documents. APAO Non-PPE Assets means all grades of finished goods inventory, including molten grades, and all butene and tackifier raw material stores, in each case related to the amorphous polyalphaolefins business of the Sellers and wherever located. Assets means the Polymers Assets and the Base Chemicals Assets. Assigned Indemnity means Part 8 (to the extent it provided as of the Original APA Date indemnity protection to Huntsman International LLC, formerly known as Huntsman Corporation (organization) values">Huntsman Corporation, or its Affiliates for the Port Arthur Site, including all assets related to the operation of the Base Chemicals Business) of the Texaco Agreement. Assumed Contracts means the Polymers Assumed Contracts and the Base Chemicals Assumed Contracts. Base Chemicals Assumed Contracts means the Material Contracts and all other contracts of Huntsman Petrochemical (organization) values">Huntsman Petrochemical or its Affiliates that primarily relate to the Base Chemicals Business, but excluding the Base Chemicals Easements and any contracts that are Excluded Assets; provided, however, that the JCO-Wide Contracts shall be Base Chemicals Assumed Contracts only to the extent such contracts relate to the Base Chemicals Business. Base Chemicals Business Off-Site Disposal Activities means the off-site transportation, storage, disposal, treatment or recycling of wastes or other discarded materials, including Hazardous Materials, generated by any Seller, their Affiliates or the Business, or at the Port Arthur Site or the Base Chemicals Easements, in each case on or prior to the Base Chemicals Closing Date, including those issues identified on Schedule 4.17(f), Part 2. Base Chemicals Closing means the consummation of the transactions contemplated by Section 2.2 in respect of the Base Chemicals Assets. Base Chemicals Closing Date means the date on which the Base Chemicals Closing occurs. Base Chemicals Easement Facilities means the Facilities described in Schedule 4.4(c)-1, Part 1. Base Chemicals Easements means the Existing Base Chemicals Easements and the Additional Conveyed Easements. Base Chemicals Facilities means the Facilities located on the Port Arthur Site and the Base Chemicals Easements. Base Chemicals Business Intellectual Property means the Business Intellectual Property that, as between the Polymers Business and the Base Chemicals Business, is primarily related to the Base Chemicals Business. Base Chemicals Inventory means all items of the Sellers finished products and feedstocks purchased, acquired, or held in the Base Chemicals Business and work-in-process of the Base Chemicals Business, wherever located, in transit, stored off-site or at the Port Arthur Site or in the Base Chemicals Facilities, including certain catalysts and additives that have historically been included in the Sellers valuation of Inventory in the Financial Statements, but excluding any inventory held on consignment from third parties. Business Day means any day except Saturday, Sunday or any day on which banks are generally not open for business in the City of Houston, Texas. Business Employee means any employee of any Seller or any of their respective Affiliates who is listed on Schedule 4.13. Business Intellectual Property means all Intellectual Property (whether owned or licensed) primarily related to the Business, including all Intellectual Property used at the Mansonville Site that is primarily related to the Business, but excluding, for the avoidance of doubt, all Intellectual Property (whether owned or licensed) primarily related to the Sellers business of formulating, testing, producing, manufacturing, marketing, selling, trading and providing technical support with respect to amorphous polyalphaolefins. Business Plan means the management presentation provided to the Purchaser on October 19, 2006 attached as Exhibit A, as such plan may be amended in the ordinary course of business in response to changes in circumstances or facts or for other commercially reasonable reasons and not in violation of Section 6.1. Change of Control means at any time, (a) with respect to the Purchaser or any Qualified Transferee, Koch Industries, Inc. ceases to be the beneficial owner (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Securities Exchange Act of 1934 and the rules thereunder), directly or indirectly, through one or more intermediaries, of 50% or more of the outstandi

Definitions from Asset Purchase Agreement

THIS ASSET PURCHASE AGREEMENT (this Agreement), dated as of February 15, 2007, is made and entered into by and among Flint Hills Resources, LLC, a Delaware limited liability company (the Purchaser), on the one hand, and Huntsman International LLC, a Delaware limited liability company (HI), Huntsman Petrochemical Corporation, a Delaware corporation (Huntsman Petrochemical), Huntsman International Chemicals Corporation, a Utah corporation (HIC), Huntsman Polymers Holdings Corporation, a Delaware corporation (HPHC), Huntsman Expandable Polymers Company, LLC, a Utah limited liability company (HEPC), Huntsman Polymers Corp., a Delaware corporation (HPC), and Huntsman Chemical Company of Canada, Inc., a Quebec corporation (Huntsman Canada, and together with HI, Huntsman Petrochemical, HIC, HPHC, HEPC and HPC, the Sellers and, each individually, a Seller), on the other hand. The Purchaser and the Sellers are sometimes individually referred to herein as a Party and collectively as the Parties

Definitions. The following terms, as used herein, have the following meanings: ADA means the Americans with Disabilities Act of 1990, 42 U.S.C. SS 12101 et seq., as amended, and the rules and regulations promulgated thereunder. ADEA means the Age Discrimination in Employment Act of 1967, 29 U.S.C. SS 621 et seq., as amended, and the rules and regulations promulgated thereunder. Affiliate of any specified Person means any other Person directly or indirectly Controlling or Controlled by or under direct or indirect common Control with such specified Person. Ancillary Documents means the Purchaser Ancillary Documents and the Seller Ancillary Documents. APAO Non-PPE Assets means all grades of finished goods inventory, including molten grades, and all butene and tackifier raw material stores, in each case related to the amorphous polyalphaolefins business of the Sellers and wherever located. Assigned Indemnity means Part 8 (to the extent it currently provides indemnity protection to Huntsman International LLC, formerly known as Huntsman Corporation (organization) values">Huntsman Corporation, or its Affiliates for the Port Arthur Site, including all assets related to the operation of the Base Chemicals Business) of the Texaco Agreement. Assumed Contracts means the Material Contracts and all other contracts of any Seller or its Affiliates that primarily relate to the Business, but excluding the Easements and any contracts that are Excluded Assets; provided, however, that the JCO-Wide Contracts shall be Assumed Contracts only to the extent such contracts relate to the Business. Business Day means any day except Saturday, Sunday or any day on which banks are generally not open for business in the City of Houston, Texas. Business Employee means any employee of any Seller or any of their respective Affiliates who is listed on Schedule 4.13. Business Intellectual Property means all Intellectual Property (whether owned or licensed) primarily related to the Business, including all Intellectual Property used at the Mansonville Site that is primarily related to the Business, but excluding, for the avoidance of doubt, all Intellectual Property (whether owned or licensed) primarily related to the Sellers business of formulating, testing, producing, manufacturing, marketing, selling, trading and providing technical support with respect to amorphous polyalphaolefins. Business Plan means the management presentation provided to the Purchaser on October 19, 2006 attached as Exhibit A, as such plan may be amended in the ordinary course of business in response to changes in circumstances or facts or for other commercially reasonable reasons and not in violation of Section 6.1. Change of Control means at any time, (a) with respect to the Purchaser or any Qualified Transferee, Koch Industries, Inc. ceases to be the beneficial owner (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Securities Exchange Act of 1934 and the rules thereunder), directly or indirectly, through one or more intermediaries, of 50% or more of the outstanding equity interests of the Purchaser or such Qualified Transferee; and (b) with respect to any other Person (other than the Purchaser or a Qualified Transferee), any person (as such term is used in Section 13(d)(3) of the Securities Exchange Act of 1934) who previous to such time did not beneficially own (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Securities Exchange Act of 1934 and the rules thereunder), directly or indirectly, through one or more intermediaries, 50% or more of the outstanding equity interests of such Person becomes the beneficial owner (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Securities Exchange Act of 1934 and the rules thereunder), directly or indirectly, through one or more intermediaries, of 50% or more of the outstanding equity interests of such Person. Closing means the consummation of the transactions contemplated by Section 2.1. Closing Date means the date on which the Closing occurs. COBRA Coverage means continuation coverage required under Section 4980B of the Code and Part 6 of Title I of ERISA. Code means the United States Internal Revenue Code of 1986, as amended. Commercial Agreements means those certain agreements between the Purchaser, on the one hand, and a Seller or any Affiliate of a Seller, on the other, or between the Purchaser, on the one hand, and another Person, on the other, executed at the Closing to take effect on the Closing Date, the forms of which are attached hereto as Exhibits G through S. Confidentiality Agreement means the confidentiality agreement dated July 19, 2006 between Huntsman and Koch Equity Development, LLC, an Affiliate of the Purchaser, as supplemented by that certain Supplemental Agreement dated November 3, 2006, between Koch Equity Development, LLC and Huntsman. Control means, when used with respect to any specified Person, the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of v

Definitions from Senior Subordinated Note

INDENTURE, dated as of November 13, 2006, among HUNTSMAN INTERNATIONAL LLC, a Delaware limited liability company (the Company), each of the Guarantors named herein, as guarantors, and Wells Fargo Bank, National Association, a national banking association, as trustee (the Trustee).

Definitions. Acceleration Notice has the meaning provided in Section 6.02(a). Acquired Indebtedness means Indebtedness of a Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary of the Company or at the time it merges or consolidates with the Company or any of its Restricted Subsidiaries or assumed in connection with the acquisition of assets from such Person and in each case not incurred by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary of the Company or such acquisition, merger or consolidation, except for Indebtedness of a Person or any of its Subsidiaries that is repaid at the time such Person becomes a Restricted Subsidiary of the Company or at the time it merges or consolidates with the Company or any of its Restricted Subsidiaries. Additional Dollar Notes means Dollar Notes (other than the Initial Dollar Notes and other than Exchange Notes issued pursuant to an exchange offer for such Initial Dollar Notes under this Indenture or issuances under Section 2.07 or 2.16) issued under this Indenture from time to time in accordance with Sections 2.01, 2.02, 2.18 and 4.12 hereof. Additional Euro Notes means Euro Notes (other than the Initial Euro Notes and other than Exchange Notes issued pursuant to an exchange offer for such Initial Euro Notes under this Indenture or issuances under Section 2.07 or 2.16) issued under this Indenture from time to time in accordance with Sections 2.01, 2.02, 2.18 and 4.12 hereof. Additional Notes means the Additional Dollar Notes (if any) and the Additional Euro Notes (if any). Adjusted Bund Rate means with respect to any redemption date, the mid- market yield, under the heading which represents the average for the immediately prior week, appearing on Reuters page AABBUND01, or its successor, for the maturity corresponding to November 15, 2009 (if no maturity date is within three months before or after November 15, 2009, yields for the two published maturities most closely corresponding to November 15, 2009 shall be determined and the Bund yield shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month), plus 0.50%. The Bund Rate shall be calculated on the third Business Day preceding such redemption date. Adjusted Treasury Rate means with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date, plus 0.50%. Affiliate means, with respect to any specified Person, any other Person who directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person. The term control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative of the foregoing; provided, however, that none of the Initial Purchasers or their Affiliates shall be deemed to be an Affiliate of the Company. Affiliate Transaction has the meaning provided in Section 4.11(a). Agent means any Registrar, Paying Agent or Co-Registrar. Agent Member means any member of, or participant in, the Depositary. Applicable Procedures has the meaning provided in Section 2.16(a)(ii). Asset Acquisition means (a) an Investment by the Company or any Restricted Subsidiary of the Company in any other Person pursuant to which such Person shall become a Restricted Subsidiary of the Company or of any Restricted Subsidiary of the Company, or shall be merged with or into the Company or any Restricted Subsidiary of the Company, or (b) the acquisition by the Company or any Restricted Subsidiary of the Company of the assets of any Person (other than a Restricted Subsidiary of the Company) which constitute all or substantially all of the assets of such Person or comprises any division or line of business of such Person or any other properties or assets of such Person other than in the ordinary course of business. Asset Sale means any direct or indirect sale, issuance, conveyance, transfer, lease (other than operating leases entered into in the ordinary course of business), assignment or other transfer for value by the Company or any of its Restricted Subsidiaries (including any Sale and Leaseback Transaction) to any Person other than the Company or a Restricted Subsidiary of the Company of (a) any Capital Stock of any Restricted Subsidiary of the Company; or (b) any other property or assets of the Company or any Restricted Subsidiary of the Company other than in the ordinary course of business; provided, however, that Asset Sales shall not include (i) a transac