Ancillary Documents Sample Clauses
The Ancillary Documents clause defines and governs the additional documents that are related to, or necessary for, the main agreement. It typically specifies which documents are considered ancillary, such as schedules, exhibits, or attachments, and clarifies their legal status and how they interact with the primary contract. This clause ensures that all supplementary materials are formally recognized as part of the agreement, preventing disputes over their relevance or enforceability.
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Ancillary Documents. (a) Project Co shall not:
(i) terminate or agree to the termination of all or part of any Ancillary Document, except pursuant to Sections 27.3, 49.3 and 50.2 or otherwise to prevent or cure a Project Co Event of Default (provided that commercially reasonable alternative measures would not prevent or cure such Project Co Event of Default);
(ii) make or agree to any amendment, restatement or other modification to any Ancillary Document that materially adversely affects Project Co’s ability to perform its obligations under this Project Agreement or that has the effect of increasing any liability of Contracting Authority, whether actual or potential;
(iii) breach its obligations (or waive, exercise or allow to lapse any rights it may have) or permit others to breach their obligations (or waive, exercise or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver, exercise or lapse) would materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or that have the effect of increasing any liability of Contracting Authority, whether actual or potential; or
(iv) enter into, or permit the entry into by any other person of, any agreement replacing all or part of any Ancillary Document, except in the circumstances referenced in Section 8.2(a)(i), without the prior written consent of Contracting Authority, provided that, where consent is requested pursuant to Section 8.2(a)(i) or Section 8.2(a)(iv), such consent shall not be withheld, and shall be provided within a reasonable time, where the relevant matter referred to in Section 8.2(a)(i) or Section 8.2(a)(iv) will not materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or have the effect of increasing any liability of Contracting Authority, whether actual or potential. In the event of termination or agreement to the termination of all or part of any Ancillary Document as described in Section 8.2(a)(i), or the entering into of any agreement replacing all or part of any Ancillary Document as described in Section 8.2(a)(iv), Project Co shall, to the extent applicable, comply with all provisions herein relating to changes in Subcontractors, including Section 49.3.
Ancillary Documents. To the extent that any security agreement, subordination agreement or guaranty is required to be executed by a Subsidiary or Affiliate, the representations and warranties set forth in Sections 5.1 and 5.2 are also true and correct with respect to such Subsidiary and Affiliate and such document.
Ancillary Documents. The Purchaser shall have delivered, or caused to be delivered, to the Sellers the following:
Ancillary Documents. The Buyer shall have executed and delivered each of the Ancillary Documents to which it is a party.
Ancillary Documents. As promptly as reasonably practicable after the date hereof, and in any event prior to the time of effectiveness of the Registration Statement/Proxy Statement, the Parties shall negotiate, or shall cause their Affiliates to or shall direct their Representatives to negotiate in good faith and mutually agree upon forms of those Ancillary Documents. At the Closing, each of the Parties shall and shall cause each of its Affiliates that will be a party to an Ancillary Document to execute and deliver each such Ancillary Document it will be a party to and each party shall fully cooperate in causing any other Person that will be a party to an Ancillary Document to execute and deliver each such Ancillary Document. The Parties agree that (a) the terms and conditions in the Content Production and License Agreement shall be consistent with those set forth in the IP Term Sheet; and (b) the Shareholders Agreement shall include terms that (i) all (A) TopCo Ordinary Shares and TopCo warrants held by the Sponsor (and its assignees) as of immediately following the Closing will be subject to a lock-up until the earlier to occur of (1) one year after the Closing and (2) the date, if any, on which the last reported trading price of the TopCo Ordinary Shares exceeds $12.50 for 20 trading days within any 30 trading day period commencing at least 150 days after the Closing, subject to exceptions to be agreed upon; and (B) all TopCo Ordinary Shares held by the RemainCo Entities as of immediately following the Closing shall be subject to a 180 day lock-up; (ii) the Sponsor and BP will be granted certain customary demand and piggyback registration rights with respect to their respective TopCo Ordinary Shares, in each case, on mutually agreeable terms and conditions set forth therein, including with respect to cooperation and cutbacks; (iii) TopCo shall use its commercially reasonable efforts to file a shelf registration statement with respect to resales of the TopCo Ordinary Shares held by BP, the PIPE Investors and Sponsor and the TopCo Ordinary Shares underlying the TopCo warrants held by Sponsor no later than 30 days following the Closing and to cause such shelf registration statement to be declared effective by the SEC as soon as practicable after the filing thereof; (iv) each RemainCo Entity shall support the growth of TopCo with its global brand recognition through marketing and other channels (e.g., launch day marketing through online promotion featuring players of the club’s ...
Ancillary Documents. The Purchaser shall have delivered, or caused to be delivered, to the Company the documents listed in Section 8.3.
Ancillary Documents. A counterpart to the Ancillary Documents required to be executed by SPAC at or prior to the Closing Date shall have been executed and delivered to the Company.
Ancillary Documents. Sellers shall have delivered, or caused to be delivered, to Purchaser the documents listed in Section 8.1.
Ancillary Documents. The Trust hereby expressly authorizes and directs the Indenture Trustee to execute and deliver each of the documents, instruments and agreements attached as Exhibits or otherwise expressly contemplated by the terms of, this Indenture with respect to the Notes from time to time.
Ancillary Documents. The Purchaser has delivered, or caused to be delivered, to the Shareholder the documents listed in Section 8.3.