Relevant Agreements. As of the date of this Agreement and the date that the purchase and sale of Preferred Stock, Series A Common Units and Series B Common Units is consummated, FPH, and each Affiliate of FPH (collectively, the "FPH" Parties") is in good standing under each Relevant Agreement (as defined in the Securityholders Agreement), and (ii) no FPH Party has in any material respect defaulted under or breached, or is in any material respect in default under or in breach of, any Relevant Agreement. In addition FPH, BCC, and BLTH hereby reaffirm the FPH Parties' ongoing obligations under each of the Relevant Agreements.
Relevant Agreements a. Exhibit 7.3.7 contains a complete list of the following agreements in effect and to which AZUL Holding and/or its Controlled Companies are a party (jointly referred to as “AZUL Holding Relevant Agreements”):
(i) agreement, or a set of agreements of the same kind (including those executed with clients, suppliers, agents, consultants, service providers, sales agents or distributors), which individually involve payment or receipt by AZUL Holding and/or its Controlled Companies of amounts over R$1,000,000.00 (one million Brazilian Reais) per year;
(ii) agreement that contains any covenant or commitment restricting the free prerogative of AZUL Holding and/or its Controlled Companies to compete in any market segment, line of business or with any other Person in any geographic area, or that on its terms restricts the free prerogative of AZUL Holding and/or its Controlled Companies to act in any market segment or, moreover, that requires AZUL Holding and/or its Controlled Companies to distribute or use on an exclusive basis a technology, product or service;
(iii) agreement whose subject matter is the granting to third parties of the right to conduct in whole or in part the business of AZUL Holding and/or its Controlled Companies, or that determines the assignment of a portion of the revenues of AZUL Holding and/or its Controlled Companies;
(iv) agreement executed with any manager, officer, worker or employee of AZUL Holding and/or its Controlled Companies;
(v) leasing, lease, sublease or free lease agreement executed with any Person, by which AZUL Holding and/or its Controlled Companies are bound as a party, lessor, sublessor, free lessor, lessee, sublessee, free lessee or guarantor;
(vi) financial agreements, including financing, loan, credit extension, vendor, investment or derivatives resulting in obligation to AZUL Holding and/or its Controlled Companies, in an amount annually, jointly or severally, over R$1,000,000.00 (one million Brazilian Reais);
(vii) agreement setting forth the creation of any Lien on any of the properties and/or assets of AZUL Holding and/or its Controlled Companies;
(viii) purchase, sale or transfer agreement, on any account, of any property and/or asset comprising or that may comprise the asset of AZUL Holding and/or its Controlled Companies;
(ix) agreement containing provision on the right of first refusal to buy any property or asset of third parties or owned by AZUL Holding and/or its Controlled Companies;
(x) joint venture agree...
Relevant Agreements the Finance Documents, the Material Contracts and any Approved Acquisition Documents;
Relevant Agreements. The execution and closing of the Relevant Agreements, except for the closing of the Asset Sale Agreement (Suriroente Block) which will close immediately following the Closing hereunder, and except for the closing for of the Asset Sale Agreement PUT-8.
Relevant Agreements. The parties agree that, if any member of the HAECO Group agrees to provide any Services to any member of the Cathay Pacific Group, the parties to that agreement shall enter into an agreement (a “Relevant Agreement”) on the following terms:
(A) any party to any Relevant Agreement may terminate that Relevant Agreement with immediate effect by notice to the other party to that Relevant Agreement in the event of any material default by that other party. In the event of termination of any Relevant Agreement, all the rights and obligations of the parties under that Relevant Agreement shall forthwith cease, but any rights, liabilities or remedies arising prior to such termination shall not be affected;
(B) charges for the Services shall be determined by reference to the respective types of aircraft, aircraft engines and Components and the technical standards required; and
(C) any amount payable by one party to a Relevant Agreement to another party to that Relevant Agreement shall be paid by the first mentioned party to the other party in cash within 30 days upon receipt by the first mentioned party of the applicable invoice from the other party.
Relevant Agreements. In the case of any inconsistency between the terms of a Relevant Agreement and the terms of this agreement (other than Clause 3 above), the former shall prevail.
Relevant Agreements. Prior to the occurrence of an Event of Default, which is continuing:
(a) the Security Trustee shall permit the Chargor to exercise the rights of the Chargor under any Relevant Agreement (including the right to receive money); and
(b) the Chargor shall be entitled to instruct the counterparties to the Relevant Agreements to make payments due under any of them directly:
(i) into a Project Account in accordance with the terms of the Accounts Agreement; or
(ii) to BET in accordance with the terms of the Capacity and Tolling Agreement.
(c) any payments received by the Security Trustee under or in respect of such Relevant Agreements by virtue of this Deed shall be paid by the Security Trustee to the Revenue Account in accordance with the terms of the Accounts Agreement save to the extent required by the terms of the Intercreditor Agreement to be applied against any of the Liabilities or otherwise.
Relevant Agreements. The Chargor shall not amend or waive any provision of or terminate any Relevant Agreement (except for amendments to Hedging Agreements permitted by the Senior Credit Agreement and (after the Senior Discharge Date) the Junior Credit Agreement) and shall duly and promptly perform its obligations and diligently pursue its rights under any Relevant Agreement.
Relevant Agreements. The Relevant Agreements shall each set forth the specific rights and obligations of the Parties concerning the respective transactions comprising the Cooperation. The Parties acknowledge and agree that (i) as to each such transaction, none of the Parties shall have any legal obligations with respect thereto unless and until the Relevant Agreements with respect to such transaction have been duly executed; and (ii) the intentions of the Parties as set forth in this Master Agreement shall apply to the interpretation of the Relevant Agreements; provided, however that in the event of any inconsistency between this Master Agreement and any of the Relevant Agreements, the specific terms and conditions of the Relevant Agreements shall be controlling.
1. “ ***** ” INDICATES THAT CERTAIN CONTENTS, WITH ASTERISKS AS THE PLACEHOLDER, HAVE BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED CONTENTS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
2. Except as described above, below is the original text of the contract.
Relevant Agreements. When Section 2.2 of this Contract is satisfied, each Party shall, prior to the date of its contribution to the Joint Venture, concurrently execute each of the following agreements (collectively, the “Relevant Agreements”) to which it is a party: Appendix I: Intellectual Property Transfer/License Agreement between DDI, Joint Venture, MNGA and HyFuels, according to which, MNGA and HyFuels shall transfer/license its MNGA and HyFuels IP (part of the MGNA and HyFuels IP will contribute to the registered capital .
