https://www.avient.com/sites/default/files/resources/PolyOne%2520IR%2520Presentation%2520-%2520RW%2520Baird%25202015%2520Industrial%2520Conference%2520-%2520November%25202015.pdf
Factors that could cause actual results to differ materially from those implied by these forward-looking statements include, but are not limited to:
The final amount of charges resulting from the planned North American asset realignment and the Company’s ability to realize anticipated
savings and operational benefits from the asset realignment;
Our ability to achieve the strategic and other objectives relating to the acquisition of Spartech Corporation, including any expected synergies;
Our ability to successfully integrate Spartech and achieve the expected results of the acquisition, including, without limitation, the acquisition
being accretive;
Disruptions, uncertainty or volatility in the credit markets that could adversely impact the availability of credit already arranged and the availability
and cost of credit in the future;
The financial condition of our customers, including the ability of customers (especially those that may be highly leveraged and those with
inadequate liquidity) to maintain their credit availability;
The speed and extent of an economic recovery, including the recovery of the housing market;
Our ability to achieve new business gains;
The effect on foreign operations of currency fluctuations, tariffs, and other political, economic and regulatory risks;
Changes in polymer consumption growth rates in the markets where we conduct business;
Changes in global industry capacity or in the rate at which anticipated changes in industry capacity come online;
Fluctuations in raw material prices, quality and supply and in energy prices and supply;
Production outages or material costs associated with scheduled or unscheduled maintenance programs;
Unanticipated developments that could occur with respect to contingencies such as litigation and environmental matters;
An inability to achieve or delays in achieving or achievement of less than the anticipated financial benefit from initiatives related to working
capital reductions, cost reductions, employee productivity goals, and an inability to raise or sustain prices for products or services;
An inability to raise or sustain prices for products or services;
An inability to maintain appropriate relations with unions and employees;
The inability to achieve expected results from our acquisition activities;
Our ability to continue to pay cash dividends;
The amount and timing of repurchases of our common shares, if any; and
Other factors affecting our business beyond our control, including, without limitation, changes in the general economy, changes in interest rates
and changes in the rate of inflation.
The above list of factors is not exhaustive.
We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise.
Special items include charges related to specific strategic initiatives or financial restructuring such as: consolidation of
operations; debt extinguishment costs; employee separation costs resulting from personnel reduction programs, plant phase-in costs, executive separation agreements; asset impairments; mark-to-market adjustments
associated with actuarial gains and losses on pension and other post-retirement benefit plans; environmental remediation costs, fines, penalties, remediation costs and related insurance recoveries related to facilities
no longer owned or closed in prior years; gains and losses on the divestiture of operating businesses, joint ventures and equity investments; gains and losses on facility or property sales or disposals; results of
litigation, fines or penalties, where such litigation (or action relating to the fines or penalties) arose prior to the commencement of the performance period; one-time, non-recurring items; and the effect of changes in
accounting principles or other such laws or provisions affecting reported results
https://www.avient.com/sites/default/files/resources/POL%2520IR%2520Presentation%2520-%2520Credit%2520Suisse%2520-%2520June%25202015.pdf
Factors that could cause actual results to differ materially from those implied by these forward-looking statements include, but are not limited to:
The final amount of charges resulting from the planned North American asset realignment and the Company’s ability to realize anticipated
savings and operational benefits from the asset realignment;
Our ability to achieve the strategic and other objectives relating to the acquisition of Spartech Corporation, including any expected synergies;
Our ability to successfully integrate Spartech and achieve the expected results of the acquisition, including, without limitation, the acquisition
being accretive;
Disruptions, uncertainty or volatility in the credit markets that could adversely impact the availability of credit already arranged and the availability
and cost of credit in the future;
The financial condition of our customers, including the ability of customers (especially those that may be highly leveraged and those with
inadequate liquidity) to maintain their credit availability;
The speed and extent of an economic recovery, including the recovery of the housing market;
Our ability to achieve new business gains;
The effect on foreign operations of currency fluctuations, tariffs, and other political, economic and regulatory risks;
Changes in polymer consumption growth rates in the markets where we conduct business;
Changes in global industry capacity or in the rate at which anticipated changes in industry capacity come online;
Fluctuations in raw material prices, quality and supply and in energy prices and supply;
Production outages or material costs associated with scheduled or unscheduled maintenance programs;
Unanticipated developments that could occur with respect to contingencies such as litigation and environmental matters;
An inability to achieve or delays in achieving or achievement of less than the anticipated financial benefit from initiatives related to working
capital reductions, cost reductions, employee productivity goals, and an inability to raise or sustain prices for products or services;
An inability to raise or sustain prices for products or services;
An inability to maintain appropriate relations with unions and employees;
The inability to achieve expected results from our acquisition activities;
Our ability to continue to pay cash dividends;
The amount and timing of repurchases of our common shares, if any; and
Other factors affecting our business beyond our control, including, without limitation, changes in the general economy, changes in interest rates
and changes in the rate of inflation.
The above list of factors is not exhaustive.
We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise.
Special items include charges related to specific strategic initiatives or financial restructuring such as: consolidation of operations; debt
extinguishment costs; employee separation costs resulting from personnel reduction programs, plant phase-in costs, executive separation agreements; asset impairments; mark-to-market
adjustments associated with actuarial gains and losses on pension and other post-retirement benefit plans; environmental remediation costs, fines, penalties, remediation costs and related
insurance recoveries related to facilities no longer owned or closed in prior years; gains and losses on the divestiture of operating businesses, joint ventures and equity investments; gains and
losses on facility or property sales or disposals; results of litigation, fines or penalties, where such litigation (or action relating to the fines or penalties) arose prior to the commencement of
the performance period; unrealized gains and losses from foreign currency option contracts; one-time, non-recurring items; and the effect of changes in accounting principles or other such
laws or provisions affecting reported results.
(2) Tax adjustments include the net tax expense (benefit) from one-time income tax items and deferred income tax valuations allowance adjustments.
https://www.avient.com/sites/default/files/2021-04/avient-q4-earnings-and-2021-outlook-website.pdf
10
2021 O U TLO O K
Synergies
($ millions)
Initial
Three-Year
Estimate
Revised
Three-Year
Estimate
2021
Expected
Realization
Administrative $ 18 $ 20 $ 15
Sourcing 24 30 15
Operational 18 25 5
Total Synergies $ 60 $ 75 $ 35
CLARIANT INTEGRATION &
COST SYNERGIES UPDATE
12
• Integration going extremely well: synergy target increased from $60 million to $75 million
• $5 million of synergies in 2020 and expect to realize $35 million in 2021
• Relentless focus on guiding principles of safety first, employee collaboration and exceeding
customer expectations
• Future revenue synergies are not part of these estimates and represent additional growth over
the long term
$86
$103
$0.53
$0.70
ORGANIC GROWTH PROJECTIONS – Q1
13
Sales Adjusted Operating Income
$991
$1,090
+ 10%
Adjusted EPS
+ 20% + 32%
(in millions) (in millions)
(1) (1) (1)
(1) Financial information is pro forma to include a full year of Clariant Masterbatch business acquisition
$308
$360
$1.93
$2.40
ORGANIC GROWTH PROJECTIONS – FULL YEAR
14
Sales Adjusted Operating Income
$3,783
$4,100
+ 8%
Adjusted EPS
+ 17% + 24%
(1) Financial information is pro forma to include a full year of Clariant Masterbatch business acquisition
(in millions) (in millions)
2020 Pro forma $3,783 $308
Sustainable Solutions 60 11% 24
Healthcare 60 11% 18
Composites 20 10% 10
Growth in Emerging Regions 50 7% 11
Other (GDP growth) 82 5% 11
Sub-total $4,055 7% $382
COVID Response Applications (25) - (11)
Outdoor High Performance Applications (15) - (7)
Asia Payroll Tax Subsidy (COVID) - - (4)
FX Impact 85 - 7
Synergies - - 30
Incentives, Travel, Other Employee Costs - - (37)
2021 Estimated $4,100 8% $360
2021 ORGANIC SALES AND OPERATING INCOME
15 (1) Financial information is pro forma to include a full year of Clariant Masterbatch business acquisition
(2) COVID Response Applications: facemasks, personal protective equipment
Sales Growth Rate
Operating
Income$ millions
(2)
CASH FLOW AND LEVERAGE
16
• Asset light business generates
significant free cash flow
• Cash generation in 2021 partially offset
by restructuring activities to capture
synergies associated with the Clariant
Masterbatch acquisition
• Cash flow deployed to M&A,
opportunistic share repurchases and
balance sheet / leverage reduction
3.5x
2.7x
2.1x
2019PF 2020PF 2021E
Net Debt / Adjusted EBITDA
(1) Financial information is pro forma to include a full year of Clariant Masterbatch business acquisition
($ millions) 2020 2021E
Adjusted EBITDA 382 510
Working Capital: Source / (Use) 116 (30)
Cash Taxes (40) (53)
Interest Paid (67) (76)
CapEx (62) (75)
CapEx for Synergy Capture (2) (20)
Restructuring for Synergy Capture (11) (25)
Other 22 19
Free Cash Flow 338 250
We sell solutions not commodities.
Whether
an additional line at an existing
manufacturing plant, or a new
facility in a growing region, we
ramp-up quickly and cost-efficiently.
22
Capex / Revenue
2021E (%)
AVIENT IS ASSET LIGHT
Avient Specialty
Other
2 3 2 2 2 3 3
3 4 4 5 5 5 6 6 6 7
9
25
t
(E
xc
l.
D
is
t.
)
LB
Median: 5%Median: 3%
Avient reflects 2021 estimated revenue of $4,100M and excludes one-time synergy capture CAPEX ($20M)
Avient Specialty
Other
Free Cash Flow Conversion (1)
2021E (%)
Being asset light helps us to generate
strong free cash flow that is in line
with specialty formulators.
https://www.avient.com/sites/default/files/2021-03/avient-march-ir-fermium_0.pdf
15
2021 O U TLO O K
A S P R O V I D E D O N F E B R U A R Y 9 , 2 0 2 1
W E B C A S T
Synergies
($ millions)
Initial
Three-Year
Estimate
Revised
Three-Year
Estimate
2021
Expected
Realization
Administrative $ 18 $ 20 $ 15
Sourcing 24 30 15
Operational 18 25 5
Total Synergies $ 60 $ 75 $ 35
CLARIANT INTEGRATION &
COST SYNERGIES UPDATE
17
• Integration going extremely well: synergy target increased from $60 million to $75 million
• $5 million of synergies in 2020 and expect to realize $35 million in 2021
• Relentless focus on guiding principles of safety first, employee collaboration and exceeding
customer expectations
• Future revenue synergies are not part of these estimates and represent additional growth over
the long term
$86
$103
$0.53
$0.70
ORGANIC GROWTH PROJECTIONS – Q1
18
Sales Adjusted Operating Income
$991
$1,090
+ 10%
Adjusted EPS
+ 20% + 32%
(in millions) (in millions)
(1) (1) (1)
(1) Financial information is pro forma to include a full year of Clariant Masterbatch business acquisition
$308
$360
$1.93
$2.40
ORGANIC GROWTH PROJECTIONS – FULL YEAR
19
Sales Adjusted Operating Income
$3,783
$4,100
+ 8%
Adjusted EPS
+ 17% + 24%
(1) Financial information is pro forma to include a full year of Clariant Masterbatch business acquisition
(in millions) (in millions)
2020 Pro forma $3,783 $308
Sustainable Solutions 60 11% 24
Healthcare 60 11% 18
Composites 20 10% 10
Growth in Emerging Regions 50 7% 11
Other (GDP growth) 82 5% 11
Sub-total $4,055 7% $382
COVID Response Applications (25) - (11)
Outdoor High Performance Applications (15) - (7)
Asia Payroll Tax Subsidy (COVID) - - (4)
FX Impact 85 - 7
Synergies - - 30
Incentives, Travel, Other Employee Costs - - (37)
2021 Estimated $4,100 8% $360
2021 ORGANIC SALES AND OPERATING INCOME
20 (1) Financial information is pro forma to include a full year of Clariant Masterbatch business acquisition
(2) COVID Response Applications: facemasks, personal protective equipment
Sales Growth Rate
Adjusted
Operating
Income$ millions
(2)
CASH FLOW AND LEVERAGE
21
• Asset light business generates
significant free cash flow
• Cash generation in 2021 partially offset
by restructuring activities to capture
synergies associated with the Clariant
Masterbatch acquisition
• Cash flow deployed to M&A,
opportunistic share repurchases and
balance sheet / leverage reduction
3.5x
2.7x
2.1x
2019PF 2020PF 2021E
Net Debt / Adjusted EBITDA
(1) Financial information is pro forma to include a full year of Clariant Masterbatch business acquisition
($ millions) 2020 2021E
Adjusted EBITDA 382 510
Working Capital: Source / (Use) 116 (30)
Cash Taxes (40) (53)
Interest Paid (67) (76)
CapEx (62) (75)
CapEx for Synergy Capture (2) (20)
Restructuring for Synergy Capture (11) (25)
Other 22 19
Free Cash Flow 338 250
22
• 8% increase in sales drives 24% increase in adjusted EPS to $2.40
($2.70 excluding step-up depreciation and amortization) as a result of
continued growth in sustainable solutions and synergy capture
• Clariant synergy capture ahead of schedule: $35M of savings planned from
Clariant Masterbatch acquisition
• Adjusted EBITDA of $510M – highest level in company history
• Deleveraging ahead of schedule – 2.1x net debt to adjusted EBITDA by the
end of 2021
2021 PROJECTIONS
PEER COMPARISONS
23
As a specialty formulator, we don’t
require significant capital
investment, as compared to the
base resin raw material suppliers
we purchase from.
Whether
an additional line at an existing
manufacturing plant, or a new
facility in a growing region, we
ramp-up quickly and cost-efficiently.
24
Capex / Revenue
2021E (%)
AVIENT IS ASSET LIGHT
Avient Specialty
Other
2
3 2 2 3 3 3 4 3 3 4 4 4 5 5 5 5
7 7 8
23
t
(E
xc
l.
D
is
t.
)
LB
Median: 5%Median: 3%
Avient reflects 2021 estimated revenue of $4,100M and excludes one-time synergy capture CAPEX ($20M)
Avient Specialty
Other
Free Cash Flow Conversion (1)
2021E (%)
Being asset light helps us to generate
strong free cash flow that is in line
with specialty formulators.
https://www.avient.com/sites/default/files/2021-05/avnt-first-quarter-2021-earnings-presentation.pdf
Operating Income
$3,783
$4,100
(1) Financial information is pro forma to include a full year of Clariant Masterbatch business acquisition
Previous
Guidance
Current
Guidance
$3,783
$4,300
$308
$360
$308
$410
$1.93
$2.40
$1.93
$2.80
(1) (1)(1)
(1)(1) (1)
12
BALANCE SHEET
• Deleveraging to 1.9x net debt to
adjusted EBITDA by the end of
2021
• Driven by record adjusted EBITDA
performance and strong free cash
flow generation from asset light
business
• Future cash deployment: M&A,
opportunistic share repurchases
and balance sheet / continued
leverage reduction
3.5x
2.7x
1.9x
Net Debt / Adjusted EBITDA
($ in millions)
2021E Adjusted EBITDA 560$
Free Cash Flow 275$
Total Debt 1,860
Less: Cash (800)
Net Debt 1,060$
2021E Net Debt / Adjusted EBITDA 1.9x
(1) Financial information is pro forma to include a full year of Clariant Masterbatch business acquisition
SUSTAINABILITY
• Most recent Sustainability report substantially expanded disclosure on
key environmental and social topics
Whether
an additional line at an existing
manufacturing plant, or a new
facility in a growing region, we
ramp-up quickly and cost-efficiently.
18
Capex / Revenue
2021E (%)
AVIENT IS ASSET LIGHT
Avient Specialty
Other
2 3 2 2 2 3 3 4 3 3 3 4 4 5 5 5 6
7 7 8
24
t
(E
xc
l.
D
is
t.
)
LB
Median: 5%Median: 3%
Avient reflects 2021 estimated revenue of $4,300M and excludes one-time synergy capture CAPEX ($20M)
Avient Specialty
Other
Free Cash Flow Conversion (1)
2021E (%)
Being asset light helps us to generate
strong free cash flow that is in line
with specialty formulators.
https://www.avient.com/sites/default/files/2020-11/investing-in-avient_0.pdf
Whether
an additional line at an existing
manufacturing plant, or a new
facility in a growing region, we
ramp-up quickly and cost-efficiently.
17
Capex / Revenue
2021E (%)
AVIENT IS ASSET LIGHT
Avient Specialty
Other
2
3 2 2 3 3 3
3 4 5 5 5 5 5 6 6 7
7
9
t
(E
x
c
l.
Median: 5%Median: 3%
Avient Specialty
Other
Free Cash Flow Conversion (1)
2021E (%)
Being asset light helps us to generate
strong free cash flow that is in line
with specialty formulators.
But more significantly, we will deliver for our stakeholders through multiple value creation
levers—many of which are unique to Avient:
o Demand for sustainable solutions, healthcare, and composites, together with Clariant
Masterbatch revenue synergies, that will drive long-term revenue growth in excess of GDP
o Our differentiated technology, service and global reach are competitive advantages
o Our asset-light and high-touch business model yields stable and high free cash flow conversion
o Clariant Masterbatch cost synergy capture will result in significant near-term benefit
In addition, we remain committed to increasing annual dividends and buying back shares, all while
remaining modestly levered.
https://www.avient.com/sites/default/files/2020-10/investing-in-avient.pdf
Whether
an additional line at an existing
manufacturing plant, or a new
facility in a growing region, we
ramp-up quickly and cost-efficiently.
17
Median: 3% Median: 5%
Capex / Revenue
2021E (%)
AVIENT IS ASSET LIGHT
Avient Specialty
Other
83 86 85 84 80
56
89
83 82 82 78 76 76 75 71 70 68
63 61 58
14
t
Avient Specialty
Other
Free Cash Flow Conversion (1)
2021E (%)
Being asset light helps us to generate
strong free cash flow that is in line
with specialty formulators.
But more significantly, we will deliver for our stakeholders through multiple value creation
levers—many of which are unique to Avient:
o Demand for sustainable solutions, healthcare, and composites, together with Clariant
Masterbatch revenue synergies, that will drive long-term revenue growth in excess of GDP
o Our differentiated technology, service and global reach are competitive advantages
o Our asset-light and high-touch business model yields stable and high free cash flow conversion
o Clariant Masterbatch cost synergy capture will result in significant near-term benefit
In addition, we remain committed to increasing annual dividends and buying back shares, all while
remaining modestly levered.
https://www.avient.com/sites/default/files/2021-09/avnt-q2-2021-earnings-presentation.pdf
Operating Income
$3,783
$4,300
(1) Financial information is pro forma to include a full year of Clariant Masterbatch business acquisition
Previous
Guidance
Current
Guidance
$3,783
$4,650
$308
$410
$308
$430
$1.93
$2.80
$1.93
$3.00
(1) (1)(1)
(1)(1) (1)
$442
$457
$580
$1.74
$1.93
$3.00
FULL YEAR 2019 – 2021 ORGANIC GROWTH
16
Sales Adjusted EBITDA
$3,981
$3,783
$4,650
+ 17%
(1) Financial information is pro forma to include a full year of Clariant Masterbatch business acquisition
(1)(1)
+ 31% + 72%
($ in millions)
2021E Adjusted EBITDA 580$
Free Cash Flow 280$
Total Debt 1,860
Less: Cash (755)
Net Debt 1,105$
2021E Net Debt / Adjusted EBITDA 1.9x
17
BALANCE SHEET
• Acquisition of Magna Colours completed on
July 1 – expands sustainable solutions
portfolio through water-based inks technology
• Deleveraging to 1.9x net debt to adjusted
EBITDA by the end of 2021
• Driven by record adjusted EBITDA
performance and strong free cash flow
generation from asset light business
• Future cash deployment: M&A, opportunistic
share repurchases and balance sheet /
continued leverage reduction
3.5x
2.7x
1.9x
Net Debt / Adjusted EBITDA
(1) Financial information is pro forma to include a full year of Clariant Masterbatch business acquisition
SUSTAINABILITY FOR A BETTER TOMORROW
• Revenue from sustainable solutions expected to
grow 14% in 2021 as our innovation efforts and
collaboration with customers continues to accelerate
• Investments centered around innovation and global
sustainability megatrends
o Enabling a circular economy – Technologies that
allow for increased use of post-consumer recycled
(PCR) material and improve recyclability of plastics
o Light-weighting – Composites and CAI applications
to reduce weight and material requirements, which
minimize energy and carbon emissions
o Eco-Conscious – Health and human safety
applications as well as Avient’s alternative materials
to replace lead, PVC, halogens, BPA and other less
eco-friendly options
2016 2017 2018 2019 2020PF**
Bio-polymers Reduced Energy Use Human Health & Safety
Sustainable Infrastructure VOC Reduction Recycle Solutions
Eco-Conscious Lightweighting
Revenue From Sustainable Solutions* 2016-2020
$405M
$455M
*Avient Sustainable Solutions definitions aligned with FTC 2012 Guide for the Use of Environmental Marketing Claims (“Green Guides”)
**2020 is Pro Forma to include full year of the Clariant Masterbatch business
$340M
$550M
$790M
19
Key Updates
• Includes Clariant Masterbatch performance
• Increases disclosures and ESG data
• Provides performance updates on 2030 Sustainability Goals
• Commits to operational carbon neutrality in 2050 and 100%
renewable energy by 2050 (RE 100)
• Announces Avient’s participation in U.N.
Whether
an additional line at an existing
manufacturing plant, or a new
facility in a growing region, we
ramp-up quickly and cost-efficiently.
23
Capex / Revenue
2021E (%)
AVIENT IS ASSET LIGHT
Avient Specialty
Other
2 2 2 2 3 3 3 4 3
4 4 5 5 5 5 5 6
7
27
e
nt
e
nt
(
xc
l.
D
is
t.
)
LB
Median: 5%Median: 3%
Avient reflects 2021 estimated revenue of $4,650M and excludes one-time synergy capture CAPEX ($20M)
Avient Specialty
Other
Free Cash Flow Conversion (1)
2021E (%)
Being asset light helps us to generate
strong free cash flow that is in line
with specialty formulators.
https://www.avient.com/sites/default/files/resources/POL%2520Sidoti%2520IR%2520Presentation%2520w%2520Non%2520GAAP%25203%252018%25202014.pdf
Factors that could cause actual results to differ materially from those implied by these forward-looking statements include, but are not limited to:
The final amount of charges resulting from the planned North American asset realignment and the Company’s ability to realize anticipated savings and
operational benefits from the asset realignment;
Our ability to achieve the strategic and other objectives relating to the acquisition of Spartech Corporation, including any expected synergies;
Our ability to successfully integrate Spartech and achieve the expected results of the acquisition, including, without limitation, the acquisition being
accretive;
Disruptions, uncertainty or volatility in the credit markets that could adversely impact the availability of credit already arranged and the availability and
cost of credit in the future;
The financial condition of our customers, including the ability of customers (especially those that may be highly leveraged and those with inadequate
liquidity) to maintain their credit availability;
The speed and extent of an economic recovery, including the recovery of the housing market;
Our ability to achieve new business gains;
The effect on foreign operations of currency fluctuations, tariffs, and other political, economic and regulatory risks;
Changes in polymer consumption growth rates in the markets where we conduct business;
Changes in global industry capacity or in the rate at which anticipated changes in industry capacity come online;
Fluctuations in raw material prices, quality and supply and in energy prices and supply;
Production outages or material costs associated with scheduled or unscheduled maintenance programs;
Unanticipated developments that could occur with respect to contingencies such as litigation and environmental matters;
An inability to achieve or delays in achieving or achievement of less than the anticipated financial benefit from initiatives related to working capital
reductions, cost reductions, employee productivity goals, and an inability to raise or sustain prices for products or services;
An inability to raise or sustain prices for products or services;
An inability to maintain appropriate relations with unions and employees;
The inability to achieve expected results from our acquisition activities;
Our ability to continue to pay cash dividends;
The amount and timing of repurchases of our common shares, if any; and
Other factors affecting our business beyond our control, including, without limitation, changes in the general economy, changes in interest rates and
changes in the rate of inflation.
• The above list of factors is not exhaustive.
• We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise.
https://www.avient.com/sites/default/files/2024-03/Terms and Conditions of Sale for Switzerland.pdf
i) If Buyer is in default of
performance of its obligations towards Seller and fails to provide
adequate assurance of Buyer’s performance before the date of
scheduled delivery; or (ii) if Seller has reasonable doubts with
respect to Buyer’s performance of its obligations and Buyer fails to
provide to Seller adequate assurance of Buyer’s performance before
the date of scheduled delivery and in any case within thirty (30) days
of Seller’s demand for such assurance; or (iii) if Buyer becomes
insolvent or unable to pay its debts as they mature, or goes into
liquidation or any bankruptcy proceeding shall be instituted by or
against Buyer or if a trustee or receiver or administrator is appointed
for all or a substantial part of the assets of Buyer or if Buyer makes
any assignment for the benefit of its creditors; or (iv) in case of non-
compliance of Buyer with any law, statute ordinance, regulation,
code or standard (“Laws and Standards”), then Seller may by notice
in writing to Buyer, without prejudice to any of its other rights: (a)
demand return and take repossession of any delivered Products
which have not been paid for and all costs relating to the recovery of
the Products shall be for the account of Buyer; and/or (b) suspend its
performance or terminate its order confirmation for pending delivery
of Products unless Buyer makes such payment for Products on a cash
in advance basis or provides adequate assurance of such payment for
Products to Seller.
Department of the Treasury’s Office of Foreign Assets
Control (“Trade Control Laws”).