https://www.avient.com/sites/default/files/2021-04/avnt-fourth-quarter-2020-news-release.pdf
2) Tax adjustments include the net tax benefit/(expense) from one-time income tax items, adjustments to uncertain tax position reserves and
deferred income tax valuation allowances.
8
Attachment 4
Condensed Consolidated Balance Sheets (Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 649.5 $ 864.7
Accounts receivable, net 516.6 330.0
Inventories, net 327.5 260.9
Other current assets 89.9 57.7
Total current assets 1,583.5 1,513.3
Property, net 694.9 407.4
Goodwill 1,308.1 685.7
Intangible assets, net 1,008.5 469.3
Operating lease assets, net 80.9 63.8
Other non-current assets 195.4 133.8
Total assets $ 4,871.3 $ 3,273.3
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term and current portion of long-term debt $ 18.6 $ 18.4
Accounts payable 471.7 287.7
Current operating lease obligations 25.1 21.0
Accrued expenses and other current liabilities 289.2 375.4
Total current liabilities 804.6 702.5
Non-current liabilities:
Long-term debt 1,854.0 1,210.9
Pension and other post-retirement benefits 115.0 56.6
Deferred income taxes 150.7 63.5
Non-current operating lease obligations 56.0 42.8
Other non-current liabilities 192.8 144.3
Total non-current liabilities 2,368.5 1,518.1
SHAREHOLDERS' EQUITY
Avient shareholders’ equity 1,683.6 1,051.9
Noncontrolling interest 14.6 0.8
Total equity 1,698.2 1,052.7
Total liabilities and equity $ 4,871.3 $ 3,273.3
9
Attachment 5
Condensed Consolidated Statements of Cash Flows (Unaudited)
Year Ended
2020 2019
Operating activities
Net income $ 133.4 $ 588.8
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on sale of business, net of tax — (457.7)
Depreciation and amortization 111.8 87.5
Accelerated depreciation and fixed asset charges associated with restructuring activities 3.2 —
Deferred income tax benefit (1.1) (3.2)
Share-based compensation expense 11.3 11.6
Changes in assets and liabilities, net of the effect of acquisitions:
(Increase) decrease in accounts receivable (4.6) 29.7
Decrease in inventories 40.2 40.2
Increase (decrease) in accounts payable 79.5 (22.7)
Increase (decrease) in pension and other post-retirement benefits 30.7 (19.7)
Increase in post-acquisition earnout liabilities 1.0 36.4
(Decrease) increase in accrued expenses and other assets and liabilities - net (3.7) 9.9
Taxes paid on gain on sale of business (142.0) —
Payment of post-acquisition date earnout liability (38.1) —
Net cash provided by operating activities 221.6 300.8
Investing activities
Capital expenditures (63.7) (81.7)
Business acquisitions, net of cash acquired (1,380.2) (119.6)
Net proceeds from divestiture 7.1 761.8
Net proceeds from other assets 5.2 51.4
Net cash (used) provided by investing activities (1,431.6) 611.9
Financing activities
Debt offering proceeds 650.0 —
Borrowings under credit facilities — 963.4
Repayments under credit facilities — (1,083.9)
Purchase of common shares for treasury (22.4) (26.9)
Cash dividends paid (71.3) (60.3)
Repayment of other debt — (1.8)
Repayment of long-term debt (7.8) (6.5)
Payments on withholding tax on share awards (2.3) (2.1)
Debt financing costs (9.5) (0.2)
Equity offering proceeds, net of underwriting discount and issuance costs 496.1 —
Payment of acquisition date earnout liability (50.8) —
Net cash provided (used) by financing activities 982.0 (218.3)
Effect of exchange rate changes on cash 12.8 (0.6)
(Decrease) increase in cash and cash equivalents (215.2) 693.8
Cash and cash equivalents at beginning of year 864.7 170.9
Cash and cash equivalents at end of year $ 649.5 $ 864.7
10
Attachment 6
Business Segment Operations (Unaudited)
Operating income at the segment level does not include: special items as defined in Attachment 3; corporate general and
administration costs that are not allocated to segments; intersegment sales and profit eliminations; share-based compensation
costs; and certain other items that are not included in the measure of segment profit and loss that is reported to and reviewed
by the chief operating decision maker.
https://www.avient.com/sites/default/files/2022-09/Cesa Laser Marking Additives for Transportation Industry Bulletin.pdf
During processing, a laser
beam activates laser sensitive
additives within a masterbatch.
The activation changes the
molecular structure of these
additives, causing a color change
that provides the vivid contrast
of laser marking.
https://www.avient.com/sites/default/files/2022-08/Avient Candidates Data Privacy Notice Final - English.pdf
This activity may
be done by the local affiliate or by Avient Corporation on behalf of the affiliate with the position for which
you applied or for which you are being considered.
If you would like to exercise your rights or learn more about the processing of your personal information,
please contact us using the “Contact Us” information below.
Amendments and Changes
This Notice is not, nor is it intended to be, an offer of employment, contract, nor does it otherwise create
any legal rights or obligations.
https://www.avient.com/sites/default/files/2022-08/AVNT Aug 2022 Presentation - Jefferies.pdf
Commercial Excellence
Governs our activities in the marketplace to deliver extraordinary value to our customers.
Global Compact &
fulfilled Communication of Progress (COP)
requirements
• New Sustainability Strategy overview page including
our 2022 AIP ESG metrics
• New ESG Performance page with ESG ratings,
awards, and certifications
• Increased disclosures on carbon emissions, including
disclosure of Climate Change Scenario Analysis
• Added new Product Stewardship and Chemical
Management policies
• Enhanced data reporting for Workforce
Demographics
• Improved social disclosures on human rights,
dependent care and special leave and strategic
training management
2021 SUSTAINABILITY REPORT
Launching integrated sustainability website in parallel with report
Aligned with leading reporting frameworks
13
ESG PERFORMANCE & AWARDS
14
16th
ENVIRONMENTAL
SOCIAL
GOVERNANCE
1
(as of 6/30/22)
2022 O U T LO O K
$429
$490
$3.05
$3.50
FY 2022 GUIDANCE
(TOTAL COMPANY: CURRENT PORTFOLIO)
16
Sales Adjusted Operating Income
$4,819
$5,100
+ 6%
Adjusted EPS
+ 14% + 15%
(in millions) (in millions)
(+ 9% excluding FX) (+ 18% excluding FX) (+ 20% excluding FX)
17
CASH FLOW / LEVERAGE
($ millions) 2022E
Cash Flow from Operating Activities 400$
Less:
Run-Rate CapEx (90)
CapEx for Clariant Integration (10)
CapEx for IT System Upgrade (15)
Total CapEx (115)
Free Cash Flow 285$
Adjusted EBITDA 635$
Net Debt / Adjusted EBITDA 1.6x
18
DYNEEMA / DISTRIBUTION UPDATES
• Strong performance so far in 2022 in-line
with our modeling
• Acquisition to be finalized as early as
September 1, pending standard
regulatory process and closing conditions
• Encouraging interest thus far from
potential buyers for world-class business
with a strong track record
• Second round bids due in August
DISTRIBUTION
19
PRO FORMA MODELING UPDATE
2022E
($M)
Revenue 5,100$ 415$ 5,515$ (1,635)$ 3,880$
Adjusted EBITDA 635 130 765 (109) 656
EBITDA % 12% 31% 14% 7% 17%
Adj.
Annual Purchases
RAW MATERIAL AND SUPPLY CHAIN UPDATE
Based on 2021 purchases, excludes Distribution business
DYN E E MA ACQ U I S I T I O N
32
15x stronger than steel
Reduces weight by 30% vs. other solutions
Well-maintained global asset base poised to serve growing demand
• Purchase price of $1.48B represents 11.4x multiple of
2022 EBITDA
• Acquisition will expand Avient’s composites and fiber
portfolio with Dyneema®, the World’s Strongest Fiber™
• $415M sales and 30%+ EBITDA margins; Immediately
accretive to pro forma 2022 EPS, adding $0.35
• 1,300 patents globally, ~50% of sales patent protected
• 1,000+ employees across global production network and
dedicated technology centers
• Composites platform will increase from $261M to $680M in
revenue and from $49M to $180M in EBITDA Indicates Dyneema® location
$175M
(42%)
$65M
(16%)
$175M
(42%)
2022E Sales By Region ($M)
(1) $0.35 EPS excludes intangible amortization
(2) Based on 2022 expected results
(1) (2)
(2)
FIT WITH FOUR PILLAR STRATEGY
33
Specialization
• Innovation-led organization with
tremendous intellectual property value in
trademarks, patents and “know-how”
• Deep history of application development
and premium, leading brand with the
World’s Strongest FiberTM
Globalization
• Global customer base with an
established presence across all major
geographic regions
• Global technology centers complement
existing Composites applications and
expertise
Operational
Excellence
• Best-in-class safety performance
• Well-run and maintained asset base fit to
serve future growth
• Highly effective and reliable supply chain
with emphasis on optimizing service to
customers
Commercial
Excellence
• Deep customer relationships extend
across the value chain and drive ability
to grow
• Offer a full suite of services with an active
role in design, development and
commercialization
People
Experienced and
talented associates
with a passion for
safety, specialization
and winning
DYNEEMA® OVERVIEW
K E Y I N D U S T R I E S
PERSONAL PROTECTION
Military • Law Enforcement • First
Responders Body Armor • Helmets •
Vehicle Protection
$215M
MARINE & SUSTAINABLE
INFRASTRUCTURE
Towing / Mooring • Aquaculture •
Floating Wind • Offshore Cranes
$130M
CONSUMER
Consumer • Outdoor High Performance •
Safety Equipment
$70M
34 Figures reflect 2022 expected sales
MIFOverview Competition Valuechain &
Go-to-market Strategy Innovation Financials
TECHNOLOGY
35
1,200 1,300
2,500
Avient Dyneema Combined
Patents
• True specialty business – the World’s Strongest Fiber™
• Deep history of application development with customers,
strongest in the industry
• The only UHMwPE (ultra-high molecular weight polyethylene)
fiber producer that is backward integrated
o Provides innovation advantage through control of all steps of the process
• Complementary with our existing reinforced film expertise
(PolyStrand) and engineered fiber presences (Fiber-Line)
WINNING PROPERTIES
Ultra high strength vs. weight Highly flexible
Floats on water Chemically inert; no smell/taste and non-toxic
High resistance to UV radiation Self-lubricating, with low friction
One-of-a-kind technology
®
FORMULATION PROCESS
36
• Like Avient, Dyneema® offers similar
core competencies around formulation
and material science
• Technology that combines polymers and
fibers to provide specialized, high
performing solutions for customers
• Design capabilities ensure that
applications are highly customized for
the specified end use
DYNEEMA® IN THE VALUE CHAIN
37
UHMwPE
Fiber / Tapes
Military Personnel,
Law Enforcement
Heavy Marine,
Offshore Wind Energy
and Mooring,
Aquaculture
Outdoor,
Footwear, Apparel,
Inflatables
• Material Science
• Formulation
• Service
INTERMEDIATE MANUFACTURING
(CUSTOMERS) OEM / APPLICATION
DEMAND TRENDS
38
• Military spending and near-term demand for higher performing personal protection
products (like Dyneema®) expected to increase
o European NATO members annual defense spend expected to increase by up to 20%(1)
o Japan aiming to almost double defense spending over the next 5 years(2)
o Accelerated launch of next generation technology in North America
• Policy-driven demand for sustainable energy; growth in floating offshore wind
farms which require advanced, durable technology
o Offshore wind expected to grow at a CAGR of 32% with the level of annual installations
quadrupling over the next five years(3)
• Continued investment in aquaculture as a sustainable food source(4)
• Strong demand in outdoor high performance space across niche consumer
applications aligns with 10% growth assumption for Avient’s Composites portfolio
Sources:
(1) “Funding NATO”, NATO.int (April 1, 2022)
(2) “Japan Ruling Party Calls for Defense Spending Boost to 2% of GDP”, WSJ (April 21, 2022)
(3) “Global Wind Report 2021”, Global Wind Energy Council
(4) “Aquaculture Supports a Sustainable Earth”, NOAA Fisheries
39
A L I G N M E N T W I T H
S U S T A I N A B I L I T Y G O A L S
PRODUCTS
AVIENT’S EXISTING COMPOSITES PORTFOLIO
D I V E R S E C A P A B I L I T I E S A N D S O L U T I O N S S E R V I N G
M A N U F A C T U R E R S A N D O E M S
LFT Tapes Laminates/Panels Shapes Pultrusion Engineered Fibers
40
AVIENT’S COMPOSITES PORTFOLIO
SALES AND EBITDA
41
$74 $84
$216 $212
$261
$5 $10
$32
$41
$49
$180
0
50
100
150
200
$-
$50
$100
$150
$200
$250
$300
$350
$400
$450
$500
$550
$600
$650
$700
$750
2017 2018 2019 2020 2021 2022E
$680
• Dyneema® acquisition will further
improve Composites EBITDA margins
to 26%
• Dyneema® will complement our
existing portfolio with deep formulation
expertise, innovative culture and
global commercial presence
• Composites will continue to be a key
growth driver to deliver future revenue
growth in excess of GDP
(1) Pro forma for the acquisition of Dyneema®
SEGMENT DATA
U.S. & Canada
50%
Latin America
2021 SEGMENT, END MARKET AND GEOGRAPHY
GEOGRAPHY REVENUESEGMENT FINANCIALS
19%
Building and
END MARKET REVENUE
(1) Total company sales and adjusted EBITDA of $4,819M and $581M, respectively, include intercompany sales eliminations and corporate costs
$2,402M
$409M
$919M
$164M
$1,631M
$94M
Sales EBITDA
Distribution
Specialty Engineered Materials
Color Additives and Inks
$581M$4,819M
43
34%
Building &
1% Telecommunications
C O L O R , A D D I T I V E S & I N K S
2021 REVENUE | $2 .4 BILLION
32%
40%
Latin America
END MARKET REGION
44
S P E C I A LT Y E N G I N E E R E D M AT E R I A L S
27%
Building &
2021 REVENUE | $919 MILLION
END MARKET
55%
REGION
45
D I S T R I BU T I O N
26%
Building and
80%
3%
Latin
America
END MARKET REGION
K EY SU PPL IER S
2021 REVENUE | $1 .6 BILLION
46
TOTA L C O M PA N Y R E G I O N A L S A L E S
BY END MARKET
30%
26%Healthcare
14%
Building &
2% Energy
(16% of sales)
32%
Building &
(25% of sales)
47
19%
Building &
US &
Canada
(50% of sales)
38%
33%
Building &
LATAM
(9% of sales)
Reconciliation of Non-GAAP Financial Measures
(Unaudited)
(Dollars in millions, except for per share data)
Senior management uses comparisons of adjusted net income from continuing operations attributable to Avient shareholders
and diluted adjusted earnings per share (EPS) from continuing operations attributable to Avient shareholders, excluding special
items, to assess performance and facilitate comparability of results.
https://www.avient.com/sites/default/files/2023-07/Avient_RY 2022 CDP Verification Opinion Declaration_07-24-23%5B30%5D.pdf
Verification activities applied in a limited level of assurance
verification are less extensive in nature, timing and extent than in a reasonable level of assurance verification.
Boundaries of the reporting company GHG emissions covered by the verification:
Operational Control
Global
Exclusions:
Fugitive refrigerants
Mobile Combustion
Types of GHGs: CO2, N2O, CH4
GHG Emissions Statement:
Scope 1: 34,627 metric tons of CO2 equivalent
Scope 2 (Location-Based): 167,333 metric tons of CO2 equivalent
Scope 2 (Market-Based): 99,465 metric tons of CO2 equivalent
Scope 3:
o Category 3 – Fuel and energy-related activities: 62,049 metric tons of CO2 equivalent
Data and information supporting the Scope 1 and Scope 2 GHG emissions assertion were in most cases
historical in nature and in some cases were estimated.
Apex has implemented a Code of Ethics across the business to maintain high ethical standards among staff in their
day-to-day business activities.
https://www.avient.com/sites/default/files/2023-03/AvientRY 2021 CDP Verification Opinion Declaration_07-26-22r%5B96%5D.pdf
Verification activities applied in a limited level of assurance
verification are less extensive in nature, timing and extent than in a reasonable level of assurance verification.
Boundaries of the reporting company GHG emissions covered by the verification:
Operational Control
Global
Exclusions:
Fugitive refrigerants
Types of GHGs: CO2, N2O, CH4
GHG Emissions Statement:
Scope 1: 18,242 metric tons of CO2 equivalent
Scope 2 (Location-Based): 134,244 metric tons of CO2 equivalent
Scope 2 (Market-Based): 85,892 metric tons of CO2 equivalent
Scope 3:
o Category 3 – Fuel and energy-related activities (electricity transportation and distribution losses only):
8,777 metric tons of CO2 equivalent
Data and information supporting the Scope 1 and Scope 2 GHG emissions assertion were in most cases
historical in nature and in some cases were estimated.
Apex has implemented a Code of Ethics across the business to maintain high ethical standards among staff in their
day-to-day business activities.
https://www.avient.com/sites/default/files/2024-10/Avient Announces Third Quarter 2024 Results.pdf
2) Tax adjustments include the net tax impact from non-recurring income tax items and certain adjustments to uncertain tax position reserves
and valuation allowances.
9
Attachment 4
Avient Corporation
Condensed Consolidated Balance Sheets
(In millions)
(Unaudited)
September 30,
2024 December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents $ 505.7 $ 545.8
Accounts receivable, net 465.1 399.9
Inventories, net 377.8 347.0
Other current assets 108.8 114.9
Total current assets 1,457.4 1,407.6
Property, net 973.5 1,028.9
Goodwill 1,716.8 1,719.3
Intangible assets, net 1,542.5 1,590.8
Deferred income taxes 133.1 92.3
Other non-current assets 224.0 129.6
Total assets $ 6,047.3 $ 5,968.5
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term and current portion of long-term debt $ 7.8 $ 9.5
Accounts payable 425.9 432.3
Accrued expenses and other current liabilities 460.8 331.8
Total current liabilities 894.5 773.6
Non-current liabilities:
Long-term debt 2,059.9 2,070.5
Pension and other post-retirement benefits 63.7 67.2
Deferred income taxes 289.1 281.6
Other non-current liabilities 359.9 437.6
Total non-current liabilities 2,772.6 2,856.9
SHAREHOLDERS' EQUITY
Avient shareholders’ equity 2,363.0 2,319.2
Noncontrolling interest 17.2 18.8
Total equity 2,380.2 2,338.0
Total liabilities and equity $ 6,047.3 $ 5,968.5
10
Attachment 5
Avient Corporation
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In millions)
Nine Months Ended
September 30,
2024 2023
Operating activities
Net income $ 122.2 $ 47.8
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 133.1 142.6
Accelerated depreciation 1.2 1.9
Share-based compensation expense 12.5 9.7
Changes in assets and liabilities:
Increase in accounts receivable (65.7) (5.7)
(Increase) decrease in inventories (30.2) 16.5
Decrease in accounts payable (5.7) (59.1)
Taxes paid on gain on sale of business — (104.1)
Accrued expenses and other assets and liabilities, net (33.2) (2.5)
Net cash provided by operating activities 134.2 47.1
Investing activities
Capital expenditures (80.8) (75.0)
Net proceeds from divestiture — 7.3
Proceeds from plant closures 3.4 —
Other investing activities (2.1) 2.3
Net cash used by investing activities (79.5) (65.4)
Financing activities
Proceeds from long-term borrowings 650.0 —
Payments on long-term borrowings (659.1) (103.8)
Cash dividends paid (70.5) (67.6)
Debt financing costs (9.6) (2.3)
Other financing activities (4.6) (2.3)
Net cash used by financing activities (93.8) (176.0)
Effect of exchange rate changes on cash (1.0) (7.2)
Decrease in cash and cash equivalents (40.1) (201.5)
Cash and cash equivalents at beginning of year 545.8 641.1
Cash and cash equivalents at end of period $ 505.7 $ 439.6
11
Attachment 6
Avient Corporation
Business Segment Operations (Unaudited)
(In millions)
Operating income and earnings before interest, taxes, depreciation and amortization (EBITDA) at the segment level does not
include: special items as defined in Attachment 3; corporate general and administration costs that are not allocated to
segments; intersegment sales and profit eliminations; share-based compensation costs; and certain other items that are not
included in the measure of segment profit and loss that is reported to and reviewed by the chief operating decision maker.
https://www.avient.com/sites/default/files/2025-05/Avient Announces First Quarter 2025 Results_0.pdf
2) Tax adjustments include the net tax impact from non-recurring income tax items and certain adjustments to uncertain tax position reserves
and valuation allowances.
9
Attachment 4
Avient Corporation
Condensed Consolidated Balance Sheets
(In millions)
(Unaudited)
March 31, 2025 December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents $ 456.0 $ 544.5
Accounts receivable, net 489.6 399.5
Inventories, net 372.8 346.8
Other current assets 111.9 131.3
Total current assets 1,430.3 1,422.1
Property, net 951.8 955.3
Goodwill 1,684.0 1,659.7
Intangible assets, net 1,464.5 1,450.4
Other non-current assets 280.6 323.6
Total assets $ 5,811.2 $ 5,811.1
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term and current portion of long-term debt $ 7.8 $ 7.7
Accounts payable 422.2 417.4
Accrued expenses and other current liabilities 268.2 331.0
Total current liabilities 698.2 756.1
Non-current liabilities:
Long-term debt 2,061.3 2,059.3
Deferred income taxes 268.0 260.4
Other non-current liabilities 469.3 405.7
Total non-current liabilities 2,798.6 2,725.4
SHAREHOLDERS' EQUITY
Avient shareholders’ equity 2,298.3 2,313.8
Noncontrolling interest 16.1 15.8
Total equity 2,314.4 2,329.6
Total liabilities and equity $ 5,811.2 $ 5,811.1
10
Attachment 5
Avient Corporation
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In millions)
Three Months Ended
March 31,
2025 2024
Operating activities
Net (loss) income $ (19.9) $ 49.7
Adjustments to reconcile net (loss) income to net cash used by operating activities:
Depreciation and amortization 45.3 44.3
Cloud-based enterprise resource planning system impairment 71.6 —
Share-based compensation expense 2.4 3.3
Changes in assets and liabilities:
Increase in accounts receivable (83.7) (81.9)
Increase in inventories (20.3) (12.3)
(Decrease) increase in accounts payable (1.0) 1.7
Environmental insurance recovery 34.0 —
Decrease in incentive accruals (53.1) (16.8)
Accrued expenses and other assets and liabilities, net (26.4) (30.8)
Net cash used by operating activities (51.1) (42.8)
Investing activities
Capital expenditures (12.5) (24.4)
Proceeds from plant closures — 2.0
Other investing activities — (2.1)
Net cash used by investing activities (12.5) (24.5)
Financing activities
Payments on long-term borrowings — (2.7)
Cash dividends paid (24.7) (23.5)
Other financing activities (3.6) (1.9)
Net cash used by financing activities (28.3) (28.1)
Effect of exchange rate changes on cash 3.4 (6.1)
Decrease in cash and cash equivalents (88.5) (101.5)
Cash and cash equivalents at beginning of year 544.5 545.8
Cash and cash equivalents at end of period $ 456.0 $ 444.3
11
Attachment 6
Avient Corporation
Business Segment Operations (Unaudited)
(In millions)
Operating income and earnings before interest, taxes, depreciation and amortization (EBITDA) at the segment level does not
include: special items as defined in Attachment 3; corporate general and administration costs that are not allocated to
segments; intersegment sales and profit eliminations; share-based compensation costs; and certain other items that are not
included in the measure of segment profit and loss that is reported to and reviewed by the chief operating decision maker.
https://www.avient.com/sites/default/files/2025-03/2025 Proxy Statement.pdf
Stock-Settled Stock Appreciation Rights.
The following section describes significant activities
relating to the above that occurred in 2024.
Holders of common shares have no cumulative voting rights.
https://www.avient.com/sites/default/files/2024-12/Terms and Conditions of Sale for Chile %28English and Spanish Translation%29.pdf
Buyer shall have no
right of set-off.
Buyer may
not assign rights or delegate duties hereunder except
with the prior written consent of Seller, not to be
unreasonably withheld.
Seller may assign rights or
delegate duties and/or subcontract the performance
of Seller’s obligations hereunder without the
consent of Buyer.