Venator Group Uses in Definitions Clause

Definitions from Separation Agreement

This SEPARATION 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). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

Definitions. For the purpose of this Agreement, the following terms shall have the following meanings: AAA shall have the meaning set forth in Section 4.3. AAA Commercial Arbitration Rules shall have the meaning set forth in Section 4.4(a). Action means any demand, action, claim, dispute, suit, countersuit, arbitration, inquiry, subpoena, proceeding or investigation of any nature (whether criminal, civil, legislative, administrative, regulatory, prosecutorial or otherwise) by or before any federal, state, local, foreign or international Governmental Authority or any arbitration or mediation tribunal. 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 and (b) no member of the Huntsman Group shall be deemed to be an Affiliate of any member of the Venator Group. Agreement shall have the meaning set forth in the Preamble. Ancillary Agreements means the Employee Matters Agreement, the Shareholders Agreement, the Transition Services Agreement, the Tax Matters Agreement and the Transfer Documents. Anti-Corruption Laws means the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, the United Kingdom Bribery Act 2010, as amended, or any other applicable comparable Laws and the rules and regulations promulgated thereunder. Anti-Money Laundering Laws means the money laundering Laws, and the rules and regulations promulgated thereunder, of all applicable jurisdictions, and regulations or guidelines issued, administered or enforced by any Governmental Entity applicable to the Company. Annual Financial Statements shall have the meaning set forth in Section 9.1(e). Applicable Period shall have the meaning set forth in Section 9.2. Approvals or Notifications means any consents, waivers, approvals, permits or authorizations to be obtained from, notices, registrations or reports to be submitted to, or other filings to be made with, any Third Party, including any Governmental Authority. Assets means, with respect to any Person, the assets, properties, claims and rights (including goodwill) of such Person, wherever located (including in the possession of vendors or other Third Parties or elsewhere), of every kind, character and description, whether real, personal or mixed, tangible, intangible or contingent, in each case, whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of such Person, including the following:

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 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 Separation Agreement

This SEPARATION 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). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

Definitions. For the purpose of this Agreement, the following terms shall have the following meanings: AAA shall have the meaning set forth in Section 4.3. AAA Commercial Arbitration Rules shall have the meaning set forth in Section 4.4(a). Action means any demand, action, claim, dispute, suit, countersuit, arbitration, inquiry, subpoena, proceeding or investigation of any nature (whether criminal, civil, legislative, administrative, regulatory, prosecutorial or otherwise) by or before any federal, state, local, foreign or international Governmental Authority or any arbitration or mediation tribunal. 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 and (b) no member of the Huntsman Group shall be deemed to be an Affiliate of any member of the Venator Group. Agreement shall have the meaning set forth in the Preamble. Ancillary Agreements means the Employee Matters Agreement, the Shareholders Agreement, the Transition Services Agreement, the Tax Matters Agreement and the Transfer Documents. Anti-Corruption Laws means the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, the United Kingdom Bribery Act 2010, as amended, or any other applicable comparable Laws and the rules and regulations promulgated thereunder. Anti-Money Laundering Laws means the money laundering Laws, and the rules and regulations promulgated thereunder, of all applicable jurisdictions, and regulations or guidelines issued, administered or enforced by any Governmental Entity applicable to the Company. Annual Financial Statements shall have the meaning set forth in Section 9.1(e). Applicable Period shall have the meaning set forth in Section 9.2. Approvals or Notifications means any consents, waivers, approvals, permits or authorizations to be obtained from, notices, registrations or reports to be submitted to, or other filings to be made with, any Third Party, including any Governmental Authority. Assets means, with respect to any Person, the assets, properties, claims and rights (including goodwill) of such Person, wherever located (including in the possession of vendors or other Third Parties or elsewhere), of every kind, character and description, whether real, personal or mixed, tangible, intangible or contingent, in each case, whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of such Person, including the following: