Common use of Ancillary Documents Clause in Contracts

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 professional football team); and (v) each RemainCo Entity shall grant to TopCo a right of first refusal with respect to any digital assets or content created or sold by FCB or any of its Subsidiaries (other than TopCo and its Subsidiaries); it being understood that, pursuant to and in accordance with the IP Term Sheet, Content Production and License Agreement and Section 6.20, each RemainCo Entity would need the prior written approval of TopCo to create or sell any such digital assets or content.

Ancillary Documents. As promptly The Sellers shall have delivered, or caused to be delivered, to the Purchaser the following: (i) executed deeds (which deeds shall contain special warranties of title in lieu of other title warranties), bills of sale, instruments of assignment, certificates of title and other conveyance documents, dated as reasonably practicable of the Closing Date, transferring to the Purchaser, except as provided in Section 6.7, all of the Real Property and all the Sellers’ right, title and interest in and to the other Assets and any rights-of-way, easements and other appurtenances related thereto, together with possession of the Assets, including the Conveyance (JWWTP Real Property), the ▇▇▇▇ of Sale (JWWTP Facilities) and a general ▇▇▇▇ of sale in a form to be agreed (the “▇▇▇▇ of Sale”); (ii) documents evidencing the assignment, except as provided in Section 6.7, of the Assumed Contracts, the JWWTP Assigned Agreements Interest, the Transferred Information Technology Hardware, the Transferred Software License Agreements, and the assignment of the assignable Licenses (including Environmental Permits), including the Assignment (JWWTP Agreements), and the Assignment and Assumption Agreement in a form to be agreed (the “Assignment and Assumption Agreement”); (iii) a non-foreign affidavit of each of the Sellers dated as of the Closing Date, sworn under penalty of perjury and in form and substance required under Treasury regulations issued pursuant to Code Section 1445, stating that such Seller is not a “foreign person” as defined in Code Section 1445; (iv) a certificate by the Secretary or any Assistant Secretary of Huntsman Petrochemical, dated the Closing Date, as to (A) the good standing of each Seller in its jurisdiction of incorporation, (B) no amendments to such Seller’s charter documents after the date hereof, hereof that would affect the consummation of the transactions contemplated hereby and in any event prior to (C) 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 resolutions of the Parties shall board of directors of such Seller (or of the general partner of Huntsman Fuels) authorizing the execution, delivery and shall cause each of its Affiliates that will be a party to an Ancillary Document to execute performance hereof by such Seller passed in connection herewith 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 transactions contemplated hereby, which certificate shall be consistent with those set forth in the IP Term Sheetaccompanied by a copy of such resolutions; 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 professional football team); and and (v) each RemainCo Entity shall grant all other documents required to TopCo a right of first refusal with respect to any digital assets or content created or sold be entered into by FCB or any of its Subsidiaries (other than TopCo and its Subsidiaries); it being understood that, the Sellers pursuant to and in accordance with the IP Term Sheet, Content Production and License Agreement and Section 6.20, each RemainCo Entity would need the prior written approval of TopCo to create or sell any such digital assets or contenthereto.

Ancillary Documents. As promptly The Sellers shall have delivered, or caused to be delivered, to the Purchaser the following: (i) executed deeds (which deeds shall contain special warranties of title in lieu of other title warranties), bills of sale, instruments of assignment, certificates of title and other conveyance documents, dated as reasonably practicable of the Closing Date, transferring to the Purchaser, except as provided in Section 6.7, all of the Real Property and all the Sellers’ right, title and interest in and to the other Assets and any rights-of-way, easements and other appurtenances related thereto, together with possession of the Assets, including the Conveyance (JWWTP Real Property), the Bil▇ ▇▇ Sale (JWWTP Facilities) and a general bil▇ ▇▇ sale in a form to be agreed (the “Bil▇ ▇▇ Sale”); (ii) documents evidencing the assignment, except as provided in Section 6.7, of the Assumed Contracts, the JWWTP Assigned Agreements Interest, the Transferred Information Technology Hardware, the Transferred Software License Agreements, and the assignment of the assignable Licenses (including Environmental Permits), including the Assignment (JWWTP Agreements), and the Assignment and Assumption Agreement in a form to be agreed (the “Assignment and Assumption Agreement”); (iii) a non-foreign affidavit of each of the Sellers dated as of the Closing Date, sworn under penalty of perjury and in form and substance required under Treasury regulations issued pursuant to Code Section 1445, stating that such Seller is not a “foreign person” as defined in Code Section 1445; (iv) a certificate by the Secretary or any Assistant Secretary of Huntsman Petrochemical, dated the Closing Date, as to (A) the good standing of each Seller in its jurisdiction of incorporation, (B) no amendments to such Seller’s charter documents after the date hereof, hereof that would affect the consummation of the transactions contemplated hereby and in any event prior to (C) 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 resolutions of the Parties shall board of directors of such Seller (or of the general partner of Huntsman Fuels) authorizing the execution, delivery and shall cause each of its Affiliates that will be a party to an Ancillary Document to execute performance hereof by such Seller passed in connection herewith 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 transactions contemplated hereby, which certificate shall be consistent with those set forth in the IP Term Sheetaccompanied by a copy of such resolutions; 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 professional football team); and and (v) each RemainCo Entity shall grant all other documents required to TopCo a right of first refusal with respect to any digital assets or content created or sold be entered into by FCB or any of its Subsidiaries (other than TopCo and its Subsidiaries); it being understood that, the Sellers pursuant to and in accordance with the IP Term Sheet, Content Production and License Agreement and Section 6.20, each RemainCo Entity would need the prior written approval of TopCo to create or sell any such digital assets or contenthereto.

Ancillary Documents. As promptly as reasonably practicable after the date hereof, and in any event prior The Sellers shall have delivered to the time of effectiveness Buyers (i) a copy, certified by a Mexican Notary Public (copia certificada por Notario Público), of the Registration Statement/Proxy Statementminutes evidencing the resolutions duly and validly adopted by the board of directors of the Company approving the Debt Offers and redemption of debt according to the terms of this Agreement, (ii) a copy, certified by a Mexican Notary Public, of the Parties shall negotiateinstruction letters, consents or shall cause their Affiliates to opinions or shall direct their Representatives to negotiate certificates issued by the Trusts’ Beneficiaries, any committees or from any other Person (in good faith and mutually agree upon forms of those Ancillary Documents. At the Closing, each case as may be required by each of the Parties shall FN Trust and shall cause the DBM Trust) confirming to each of its Affiliates that will be a party to an Ancillary Document FN and DBM, in their capacity of trustee thereunder, the duly and validly adopted decision, instruction or opinion to execute this Agreement, carry out all acts necessary to transfer the Shares and deliver each to carry out all acts to consummate the transactions contemplated under this Agreement (including, without limitation, all actions necessary to undertake the Series N Share Conversion) (iii) a copy, certified by a Mexican Notary Public (copia certificada por Notario Público), of the minutes evidencing the resolutions duly and validly adopted by the competent shareholders’ meeting of the Company approving, by the requisite vote of shareholders to authorize 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 actions (aor by unanimous written consent of the shareholders): (A) the terms and amendment to the Company’s by-laws (estatutos sociales) so that the former comply with any conditions in the Content Production and License Agreement shall be consistent with those or requirements set forth in the IP Term SheetRevised Neutral Share Approval; (B) the Series N Share Conversion, including the resulting cancellation of the share certificates representing the Cancelled Shares and the issuance of the newly issued, fully subscribed and paid Converted Series N Shares in favor of the applicable Seller so that immediately following the Series N Share Conversion, pursuant to applicable Law, the remaining Series A Shares shall represent 51% of the voting Common Stock of the Company and five point one percent (5.1%) of the economic rights of the total issued and outstanding Common Stock of the Company and the Series B Shares shall represent forty-nine percent (49%) of the voting Common Stock of the Company and four point nine percent (4.9%) of the economic rights of the total issued and outstanding Common Stock of the Company; and (bC) 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 registration of the TopCo Ordinary Shares exceeds $12.50 for 20 trading days within any 30 trading day period commencing at least 150 days after Series N Share Conversion in the ClosingStock Registry Book (Libro de Registro de Accionistas) of the Company; provided, subject to exceptions to be agreed upon; and however, that the resolutions taken by such shareholders’ meeting (or unanimous written consent) approving the matters set forth in items (B) all TopCo Ordinary Shares held by the RemainCo Entities as and (C) of immediately following the Closing this clause (iii) 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 occurrence of the TopCo Ordinary Shares held by BPClosing, 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 cancellation by the Secretary of the club’s professional football team); and Board of the original share certificates evidencing the Cancelled Shares, (v) each RemainCo Entity shall grant to TopCo a right the issuance by the Company of first refusal with respect to any digital assets or content created or sold by FCB or any the original certificates representing the Converted Series N Shares in favor of its Subsidiaries the relevant Sellers, (other than TopCo vi) the registration of the Series N Share Conversion in the Stock Registry Book (Libro de Registro de Accionistas) of the Company, and its Subsidiaries); it being understood that(vii) the original certificates representing the Shares of the Company duly endorsed in property in favor of the Buyers, pursuant to and in accordance with Schedule 2.1, and the IP Term Sheetbooks and records of the Company, Content Production and License Agreement and Section 6.20which shall reflect entries evidencing, each RemainCo Entity would need as required under applicable Law, registration of the prior written approval transfer of TopCo the Shares to create or sell any such digital assets or contentthe Buyers contemplated hereby, in particular, the Stock Registry Book (Libro de Registro de Accionistas) of the Company.

Ancillary Documents. As promptly as reasonably practicable after the date hereof, and in any event prior The Sellers shall have delivered to the time of effectiveness Buyers (i) a copy, certified by a Mexican Notary Public (copia certificada por Notario Público), of the Registration Statement/Proxy Statementminutes evidencing the resolutions duly and validly adopted by the board of directors of the Company approving the Debt Offers and redemption of debt according to the terms of this Agreement, (ii) a copy, certified by a Mexican Notary Public, of the Parties shall negotiateinstruction letters, consents or shall cause their Affiliates to opinions or shall direct their Representatives to negotiate certificates issued by the Trusts’ Beneficiaries, any committees or from any other Person (in good faith and mutually agree upon forms of those Ancillary Documents. At the Closing, each case as may be required by each of the Parties shall FN Trust and shall cause the DBM Trust) confirming to each of its Affiliates that will be a party to an Ancillary Document FN and DBM, in their capacity of trustee thereunder, the duly and validly adopted decision, instruction or opinion to execute this Agreement, carry out all acts necessary to transfer the Shares and deliver each to carry out all acts to consummate the transactions contemplated under this Agreement (including, without limitation, all actions necessary to undertake the Series N Share Conversion) (iii) a copy, certified by a Mexican Notary Public (copia certificada por Notario Público), of the minutes evidencing the resolutions duly and validly adopted by the competent shareholders’ meeting of the Company approving, by the requisite vote of shareholders to authorize 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 actions (aor by unanimous written consent of the shareholders): (A) the terms amendment to the Company’s by- ***Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. laws (estatutos sociales) so that the former comply with any conditions in the Content Production and License Agreement shall be consistent with those or requirements set forth in the IP Term SheetRevised Neutral Share Approval; (B) the Series N Share Conversion, including the resulting cancellation of the share certificates representing the Cancelled Shares and the issuance of the newly issued, fully subscribed and paid Converted Series N Shares in favor of the applicable Seller so that immediately following the Series N Share Conversion, pursuant to applicable Law, the remaining Series A Shares shall represent 51% of the voting Common Stock of the Company and five point one percent (5.1%) of the economic rights of the total issued and outstanding Common Stock of the Company and the Series B Shares shall represent forty-nine percent (49%) of the voting Common Stock of the Company and four point nine percent (4.9%) of the economic rights of the total issued and outstanding Common Stock of the Company; and (bC) 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 registration of the TopCo Ordinary Shares exceeds $12.50 for 20 trading days within any 30 trading day period commencing at least 150 days after Series N Share Conversion in the ClosingStock Registry Book (Libro de Registro de Accionistas) of the Company; provided, subject to exceptions to be agreed upon; and however, that the resolutions taken by such shareholders’ meeting (or unanimous written consent) approving the matters set forth in items (B) all TopCo Ordinary Shares held by the RemainCo Entities as and (C) of immediately following the Closing this clause (iii) 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 occurrence of the TopCo Ordinary Shares held by BPClosing, 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 cancellation by the Secretary of the club’s professional football team); and Board of the original share certificates evidencing the Cancelled Shares, (v) each RemainCo Entity shall grant to TopCo a right the issuance by the Company of first refusal with respect to any digital assets or content created or sold by FCB or any the original certificates representing the Converted Series N Shares in favor of its Subsidiaries the relevant Sellers, (other than TopCo vi) the registration of the Series N Share Conversion in the Stock Registry Book (Libro de Registro de Accionistas) of the Company, and its Subsidiaries); it being understood that(vii) the original certificates representing the Shares of the Company duly endorsed in property in favor of the Buyers, pursuant to and in accordance with Schedule 2.1, and the IP Term Sheetbooks and records of the Company, Content Production and License Agreement and Section 6.20which shall reflect entries evidencing, each RemainCo Entity would need as required under applicable Law, registration of the prior written approval transfer of TopCo the Shares to create or sell any such digital assets or contentthe Buyers contemplated hereby, in particular, the Stock Registry Book (Libro de Registro de Accionistas) of the Company.