Common use of Material Contracts and Arrangements Clause in Contracts

Material Contracts and Arrangements. Except as set forth in Section 5.14 of the PT Group Disclosure Schedule, as of the date hereof: (a) none of the PT Covered Assets is a party to or bound by any written (a) employment agreement; (b) indenture, mortgage, note, financing, loan, instalment obligation, agreement or other instrument relating to the borrowing of money by it, or the guarantee by it of any obligation for the borrowing of money; or (c) other agreement, including without limitation, purchase orders, or any enforceable oral agreement, which individually involves the receipt or payment after the date hereof of more than R$ 1,000,000 (one million Brazilian Reais) or the equivalent in other currencies on an annual basis or R$ 1,000,000 (one million Brazilian Reais) or the equivalent in other currencies over the remaining term thereof. All such agreements are valid, binding and enforceable in accordance with their terms and neither the relevant Wireless Property nor, to the Knowledge of Wireless Property, any other party thereto is in default under any of the aforesaid agreements, other than such defaults, if any, which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (b) There are no existing contracts material to the business of any of the PT Covered Assets to which any member or Affiliate of the PT Group is a party; and (c) No PT Covered Assets is party to any contract material to the business of the PT Covered Asset, with any of its current or former employees, directors, officers or consultants or any Person connected (as defined by applicable law in the relevant jurisdiction) with any of such Persons, or in which any such Person is interested (whether directly or indirectly), other than on normal commercial terms in the ordinary course of business; (d) all material contracts and agreements have all necessary corporate authorisation for their execution, delivery and performance by PT Covered Assets, in accordance with their by-laws and applicable legislation; and (e) all material contracts and agreements entered into by the PT Covered Assets with their Affiliates and any entity of the PT Group represent arm’s length transactions, being such term interpreted as a transaction in good faith negotiated on fair market value basis by unrelated parties acting with independent interests in the ordinary course of business.

Material Contracts and Arrangements. Except as set forth in Section 5.14 4.14 of the PT TEF Group Disclosure Schedule, as of the date hereof: (a) none of the PT TEF Covered Assets is a party to or bound by any written (ai) employment agreement; (bii) indenture, mortgage, note, loan, financing, loan, instalment obligation, agreement or other instrument relating to the borrowing of money by it, or the guarantee by it of any obligation for the borrowing of money; or (ciii) other agreement, including without limitation, purchase orders, or any enforceable oral agreement, which individually involves the receipt or payment after the date hereof of more than R$ 1,000,000 (one million Brazilian Reais) or the equivalent in other currencies on an annual basis or R$ 1,000,000 (one million Brazilian Reais) or the equivalent in other currencies over the remaining term thereof. All such agreements are valid, binding and enforceable in accordance with their terms and neither the relevant Wireless Property nor, to the Knowledge of Wireless Property, any other party thereto is in default under any of the aforesaid agreements, other than such defaults, if any, which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (b) There are no existing contracts material to the business of any of the PT TEF Covered Assets to which any member or Affiliate of the PT TEF Group is a party; and; (c) No PT TEF Covered Assets Asset is party to any contract material to the business of the PT TEF Covered Asset, with any of its current or former employees, directors, officers or consultants or any Person connected (as defined by applicable law in the relevant jurisdiction) with any of such Persons, or in which any such Person is interested (whether directly or indirectly), other than on normal commercial terms in the ordinary course of business; (d) all material contracts and agreements have all necessary corporate authorisation for their execution, delivery and performance by PT TEF Covered Assets, in accordance with their by-laws and applicable legislation; and (e) all material contracts and agreements entered into by the PT TEF Covered Assets with their Affiliates and any entity of the PT TEF Group represent arm’s length transactions, being such term interpreted as a transaction in good faith negotiated on fair market value basis by unrelated parties acting with independent interests in the ordinary course of business.;

Material Contracts and Arrangements. Except as set forth The Contracts listed in Section 5.14 Schedule 3.7 include all of the PT Group Disclosure Schedulefollowing Contracts and any amendments or supplements thereto or waivers in respect thereof to which ExRes or any Significant Subsidiary (which, as for purposes of this Section 3.7, shall not include any MRA Company) is a party (other than Contracts to which Dynegy Inc. or any of its Subsidiaries is a party), or by which ExRes or any Significant Subsidiary or any of their respective assets (other than any Equity Interest in any Excluded Entity) is bound and with respect to which liabilities or obligations are continuing (the date hereof:“Material Contracts”): (a) none Any Contract that is material to the ownership, operation, maintenance, financing or performance of the PT Covered Assets is a party to or bound by any written (a) employment agreement; (b) indenture, mortgage, note, financing, loan, instalment obligation, agreement or other instrument relating to the borrowing operations of money by it, or the guarantee by it of any obligation for the borrowing of money; or (c) other agreement, including without limitation, purchase orders, ExRes or any enforceable oral agreement, which individually involves the receipt or payment after the date hereof of more than R$ 1,000,000 (one million Brazilian Reais) or the equivalent in other currencies on an annual basis or R$ 1,000,000 (one million Brazilian Reais) or the equivalent in other currencies over the remaining term thereof. All such agreements are valid, binding and enforceable in accordance with their terms and neither the relevant Wireless Property nor, to the Knowledge of Wireless Property, any other party thereto is in default under any of the aforesaid agreements, other than such defaults, if any, which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectSignificant Subsidiary; (b) There are no existing contracts material Any Contract (or group of related Contracts) for the lease of personal property to the business or from any Person providing for lease payments in excess of any of the PT Covered Assets to which any member or Affiliate of the PT Group is a party; and$500,000 per year; (c) No PT Covered Assets Any Contract (or group of related Contracts) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss to ExRes or any Significant Subsidiary, or involve consideration in excess of $2,500,000. (d) Any Charter Documents of any Person in which ExRes or any Significant Subsidiary owns a direct Equity Interest but is party to not a Subsidiary of ExRes; (e) Any Contract (or group of related Contracts) under which Indebtedness in excess of $2,500,000 exists, or under which material Encumbrances, other than Permitted Encumbrances, exist on any contract material to the business of the PT Covered Asset, assets of ExRes or its Significant Subsidiaries; (f) Any Contract imposing noncompetition obligations on ExRes or a Significant Subsidiary; (g) Any Contract with any Excluded Entity or any Selling Stockholder or any Affiliate of a Selling Stockholder other than ExRes or a Significant Subsidiary; (h) Any Employee Benefit Plan for the benefit of its current or former employees, directors, officers or consultants or any Person connected (as defined by applicable law in the relevant jurisdiction) with any of such Personsofficers, or in which any such Person is interested (whether directly or indirectly), other than on normal commercial terms in the ordinary course of businessemployees; (di) Any collective bargaining agreement; (j) Any Contract for the employment of any individual on a full-time, part-time, consulting or other basis providing annual compensation or providing severance benefits; (k) Any Contract under which ExRes or any Significant Subsidiary has outstanding, or commitments to make, any advance or loan to any of its directors or officers or any Selling Stockholder or any Affiliate of a Selling Stockholder (or any director or officer of any of them) or, outside the Ordinary Course of Business, to any of its employees; and (l) Any other Contract (or group of related Contracts) the performance of which involves receipt or payment of consideration in excess of $2,500,000. The Selling Stockholders have made available to Buyer a correct and complete copy of each written Contract (as amended to date) listed in Schedule 3.7 and a written summary setting forth the terms and conditions of each oral Contract, if any, referred to in Schedule 3.7. Except as otherwise set forth in Schedule 3.7: (a) each Material Contract is valid, binding and in full force and effect in all material contracts respects, and agreements have all necessary corporate authorisation for their executionis enforceable by ExRes or a Significant Subsidiary, delivery and performance by PT Covered Assetsas applicable, in accordance with their by-laws its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereinafter in effect relating to creditors’ rights generally, and applicable legislationgeneral equitable principles (whether considered in a proceeding in equity or at law); and (b) ExRes or any Significant Subsidiary that is a party to a Material Contract has performed in all material respects all obligations required to be performed by it to date under such Material Contract (as well as under any other Contract to which it is party, the nonperformance of which would permit the counterparty to such Material Contract to terminate or accelerate the maturity of any Material Contract); (c) neither ExRes nor any Significant Subsidiary has received any written notice of default under any Material Contract to which it is a party; (d) to the Selling Stockholders’ Knowledge, no party to a Material Contract has repudiated any material provision of such Material Contract; and (e) to the Selling Stockholders’ Knowledge, no counterparty to any Material Contract is in material default under such Material Contract. Schedule 3.7 lists all material contracts and agreements entered into notices of default received by the PT Covered Assets with their Affiliates and ExRes or any entity of the PT Group represent arm’s length transactionsSignificant Subsidiaries under any Material Contract, being the current status of such term interpreted as default and a transaction in good faith negotiated on fair market value basis by unrelated parties acting with independent interests in the ordinary course description of businesswhether such default has been cured or waived.

Material Contracts and Arrangements. Except as set forth in Section 5.14 4.14 of the PT TEF Group Disclosure Schedule, as of the date hereof: (a) none of the PT TEF Covered Assets is a party to or bound by any written (ai) employment agreement; (bii) indenture, mortgage, note, loan, financing, loan, instalment obligation, agreement or other instrument relating to the borrowing of money by it, or the guarantee by it of any obligation for the borrowing of money; or (ciii) other agreement, including without limitation, purchase orders, or any enforceable oral agreement, which individually involves the receipt or payment after the date hereof of more than R$ 1,000,000 (one million Brazilian Reais) or the equivalent in other currencies on an annual basis or R$ 1,000,000 (one million Brazilian Reais) or the Any text removed pursuant to Telefónica, S.A.’s confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[***]” herein. equivalent in other currencies over the remaining term thereof. All such agreements are valid, binding and enforceable in accordance with their terms and neither the relevant Wireless Property nor, to the Knowledge of Wireless Property, any other party thereto is in default under any of the aforesaid agreements, other than such defaults, if any, which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (b) There are no existing contracts material to the business of any of the PT TEF Covered Assets to which any member or Affiliate of the PT TEF Group is a party; and; (c) No PT TEF Covered Assets Asset is party to any contract material to the business of the PT TEF Covered Asset, with any of its current or former employees, directors, officers or consultants or any Person connected (as defined by applicable law in the relevant jurisdiction) with any of such Persons, or in which any such Person is interested (whether directly or indirectly), other than on normal commercial terms in the ordinary course of business; (d) all material contracts and agreements have all necessary corporate authorisation for their execution, delivery and performance by PT TEF Covered Assets, in accordance with their by-laws and applicable legislation; and (e) all material contracts and agreements entered into by the PT TEF Covered Assets with their Affiliates and any entity of the PT TEF Group represent arm’s length transactions, being such term interpreted as a transaction in good faith negotiated on fair market value basis by unrelated parties acting with independent interests in the ordinary course of business.;

Material Contracts and Arrangements. Except as set forth in Section 5.14 4.14 of the PT TEF Group Disclosure Schedule, as of the date hereof: (a) none of the PT TEF Covered Assets is a party to or bound by any written (ai) employment agreement; (bii) indenture, mortgage, note, loan, financing, loan, instalment obligation, agreement or other instrument relating to the borrowing of money by it, or the guarantee by it of any obligation for the borrowing of money; or (ciii) other agreement, including without limitation, purchase orders, or any enforceable oral agreement, which individually involves the receipt or payment after the date hereof of more than R$ 1,000,000 (one million Brazilian Reais) or the equivalent in other currencies on an annual basis or R$ 1,000,000 (one million Brazilian Reais) or the equivalent in other currencies over the remaining term thereof. All such agreements are valid, binding and enforceable in accordance with their terms and neither the relevant Wireless Property nor, to the Knowledge of Wireless Property, any other party thereto is in default under any of the aforesaid agreements, other than such defaults, if any, which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (b) There are no existing contracts material to the business of any of the PT TEF Covered Assets to which any member or Affiliate of the PT TEF Group is a party; and; (c) No PT TEF Covered Assets Asset is party to any contract material to the business of the PT TEF Covered Asset, with any of its current or former employees, directors, officers or consultants or any Person connected (as defined by applicable law in the relevant jurisdiction) with any of such Persons, or in which any such Person is interested (whether directly or indirectly), other than on normal commercial terms in the ordinary course of business; (d) all material contracts and agreements have all necessary corporate authorisation for their execution, delivery and performance by PT TEF Covered Assets, in accordance with their by-laws and applicable legislation; and (e) all material contracts and agreements entered into by the PT TEF Covered Assets with their Affiliates and any entity of the PT TEF Group represent arm’s 's length transactions, being such term interpreted as a transaction in good faith negotiated on fair market value basis by unrelated parties acting with independent interests in the ordinary course of business.;

Material Contracts and Arrangements. Except as set forth in Section 5.14 of the PT Group Disclosure Schedule, as of the date hereof: (a) none of the PT Covered Assets is a party to or bound by any written (a) employment agreement; (b) indenture, mortgage, note, financing, loan, instalment obligation, agreement or other instrument relating to the borrowing of money by it, or the guarantee by it of any obligation for the borrowing of money; or (c) other agreement, including without limitation, purchase orders, or any enforceable oral agreement, which individually involves the receipt or payment after the date hereof of more than R$ 1,000,000 (one million Brazilian Reais) or the equivalent in other currencies on an annual basis or R$ 1,000,000 (one million Brazilian Reais) or the equivalent in other currencies over the remaining term thereof. All such agreements are valid, binding and enforceable in accordance with their terms and neither the relevant Wireless Property nor, to the Knowledge of Wireless Property, any other party thereto is in default under any of the aforesaid agreements, other than such defaults, if any, which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (b) There are no existing contracts material to the business of any of the PT Covered Assets to which any member or Affiliate of the PT Group is a party; and (c) No PT Covered Assets is party to any contract material to the business of the PT Covered Asset, with any of its current or former employees, directors, officers or consultants or any Person connected (as defined by applicable law in the relevant jurisdiction) with any of such Persons, or in which any such Person is interested (whether directly or indirectly), other than on normal commercial terms in the ordinary course of business; (d) all material contracts and agreements have all necessary corporate authorisation for their execution, delivery and performance by PT Covered Assets, in accordance with their by-laws and applicable legislation; and (e) all material contracts and agreements entered into by the PT Covered Assets with their Affiliates and any entity of the PT Group represent arm’s 's length transactions, being such term interpreted as a transaction in good faith negotiated on fair market value basis by unrelated parties acting with independent interests in the ordinary course of business.

Material Contracts and Arrangements. Except as set forth in Section 5.14 4.14 of the PT TEF Group Disclosure Schedule, as of the date hereof: (a) none of the PT TEF Covered Assets is a party to or bound by any written (ai) employment agreement; (bii) indenture, mortgage, note, loan, financing, loan, instalment obligation, agreement or other instrument relating to the borrowing of money by it, or the guarantee by it of any obligation for the borrowing of money; or (ciii) other agreement, including without limitation, purchase orders, or any enforceable oral agreement, which individually involves the receipt or payment after the date hereof of more than R$ 1,000,000 (one million Brazilian Reais) or the equivalent in other currencies on an annual basis or R$ 1,000,000 (one million Brazilian Reais) or the Any text removed pursuant to Telefónica Móviles S.A.’s confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[***]” herein. equivalent in other currencies over the remaining term thereof. All such agreements are valid, binding and enforceable in accordance with their terms and neither the relevant Wireless Property nor, to the Knowledge of Wireless Property, any other party thereto is in default under any of the aforesaid agreements, other than such defaults, if any, which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (b) There are no existing contracts material to the business of any of the PT TEF Covered Assets to which any member or Affiliate of the PT TEF Group is a party; and; (c) No PT TEF Covered Assets Asset is party to any contract material to the business of the PT TEF Covered Asset, with any of its current or former employees, directors, officers or consultants or any Person connected (as defined by applicable law in the relevant jurisdiction) with any of such Persons, or in which any such Person is interested (whether directly or indirectly), other than on normal commercial terms in the ordinary course of business; (d) all material contracts and agreements have all necessary corporate authorisation for their execution, delivery and performance by PT TEF Covered Assets, in accordance with their by-laws and applicable legislation; and (e) all material contracts and agreements entered into by the PT TEF Covered Assets with their Affiliates and any entity of the PT TEF Group represent arm’s length transactions, being such term interpreted as a transaction in good faith negotiated on fair market value basis by unrelated parties acting with independent interests in the ordinary course of business.;