Common use of Seller Affirmative Covenants Clause in Contracts

Seller Affirmative Covenants. (a) During the period of six (6) months as from the Amazônia Closing Date or the Alternative Amazônia Closing Date, as applicable, (“Amazônia Transition Period”), the Seller undertakes to provide and cause Telemig Holding and Telemig to commercially cooperate and negotiate in good faith with Amazônia and Purchaser undertakes to cause Amazônia to negotiate in good faith with Telemig the contracts and agreements necessary to the maintenance of the ordinary course of Amazônia’s businesses and operations, at arms lengths basis and under market conditions. The Parties agree to take all necessary measures until the end of the Amazônia Transition Period in order to terminate these contracts and agreements entered into by and among Telemig Holding, Telemig, Amazônia Holding and Amazônia, as the case may be, and to segregate any and all activities that are jointly carried out by such companies. In case it is demonstrated as necessary, Seller may agree to extent the above referred commercial cooperation between Telemig Holding and Telemig on one side and Amazônia Companies, on the other side, for another 3 (three) months after the end of the period of time stated above. (b) If applicable, from the date of the SPA Closing through the Alternative Amazônia Closing Date, Seller shall procure that each of the Amazônia Companies conduct their respective businesses as conducted after the SPA Closing and only in the ordinary course of business and, as the case may be, in line with the ANATEL Consent obtained in connection with the Transactions. (c) Seller shall take all possible actions that is under its control to take, in order to (i) permit Amazônia Holding to pay the 2007 minimum mandatory dividends to its preferred shareholders on or before the Amazônia Closing Date or the Alternative Amazônia Closing Date (as the case may be), or (ii) not prevent or impede Telpart from taking any actions designed to ensure that on the Amazônia Closing Date or on the Alternative Amazônia Closing Date (as the case may be) the Amazônia Holding Shares represent actually and effectively at least the majority of the voting capital of Amazônia Holding and (iii) to follow up the actions taken by Telpart for the accomplishment of the results set forth in items (i) and (ii) above, including the request of the documents referred to in Section 2.5.1.(o).

Seller Affirmative Covenants. Except as otherwise consented to in writing by Purchaser (awhich consent shall not be unreasonably withheld) During or as otherwise contemplated by this Agreement (including Section 5.8.) or as required by applicable Law, as of the period of six (6) months as from Effective Date until the Amazônia Closing Date or (the Alternative Amazônia Closing Date, as applicable, (“Amazônia Transition "Interim Period”"), the Seller undertakes to provide and cause Telemig Holding and Telemig to commercially cooperate and negotiate in good faith with Amazônia and Purchaser undertakes to cause Amazônia to negotiate in good faith with Telemig the contracts and agreements necessary to the maintenance of the ordinary course of Amazônia’s businesses and operations, at arms lengths basis and under market conditions. The Parties agree to take all necessary measures until the end of the Amazônia Transition Period in order to terminate these contracts and agreements entered into by and among Telemig Holding, Telemig, Amazônia Holding and Amazônia, as the case may be, and to segregate any and all activities that are jointly carried out by such companies. In case it is demonstrated as necessary, Seller may agree to extent the above referred commercial cooperation between Telemig Holding and Telemig on one side and Amazônia Companies, on the other side, for another 3 (three) months after the end of the period of time stated above. (b) If applicable, from the date of the SPA Closing through the Alternative Amazônia Closing Date, Seller shall procure that each of cause the Telemig/Amazônia Companies conduct to carry on their respective businesses as currently conducted after the SPA Closing and only in the ordinary course of business andand endeavor its reasonable best efforts to take all reasonable actions to prevent the occurrence of any event that matterially affects or changes the rights granted by the Telemig/Amazônia Shares. 5.7.1. Without prejudice of the above, as Seller covenants and agrees that during the case may be, Interim Period it will cause each of the Telemig/Amazônia Companies to preserve their ongoing concern value and to conduct their respective businesses in line a manner consistent with past practices. The Seller shall cause Telemig/Amaz6nia Companies to endeavor their reasonable best efforts in order to conduct its business in accordance with the ANATEL Consent obtained respective budgets of such companies presented in the management presentation organized by Seller and made available by Seller in the Data Room, a copy of which is attached hereto as Schedule 5.7.1. ("Budgets"). In the event that the Closing Date has not occurred by December 31, 2007, the Seller shall provide to the Purchaser with a new budget of the Telemig/Amazônia Companies, duly prepared by the management of Telemig/Amazônia Companies, for the fiscal year of 2008 that shall be consistent with the principles and rationale of the Budget. Without prejudice to the above, the ongoing concern value of the Telemig/ Amazônia Companies shall be preserved by (but not limited to): (a) maintaining and operating its properties in a good and workmanlike manner, normal wear and tear excepted, (b) paying or causing to be paid all costs and expenses incurred in connection therewith in a timely manner in accordance with the Transactions. best business practices, (c) Seller shall take except as otherwise required by the terms of this Agreement, keeping all possible actions that is under its control material Contracts (including but not limited to takegovernment contracts, agreements, arrangements, licenses or permits and agreements related to their businesses and operations) in order full force and effect, and complying in all material respects with all of the covenants contained in all such material Contracts; and (d) complying in all material respects with all applicable Laws, including, without limitation, payment (or causing payment to (ibe made) permit Amazônia Holding to pay the 2007 minimum mandatory dividends to its preferred shareholders of all Taxes for any taxable period ending on or before the Amazônia Closing Date or the Alternative Amazônia Closing Date (as the case may beother than Taxes not yet due or being contested in good faith for which adequate reserves have been made), or (ii) not prevent or impede Telpart from taking any actions designed . 5.7.2. The Parties agree that in order to ensure that on the Amazônia Closing Date or on the Alternative Amazônia Closing Date (as the case may be) the Amazônia Holding Shares represent actually and effectively at least the majority guarantee a smooth transition of the voting capital operational and administrative directions adopted by the Seller to the Purchaser's business model, during the Transition Period they shall nominate a six-member transition committee, three (3) of Amazônia Holding which are to be appointed by the Purchaser and the remaining three (iii3) to follow up be appointed by the actions taken by Telpart Seller (being two of the Seller's representatives the Telemig/Amazônia Companies's employees occupying the positions of CFO and CEO) (the "Transition Committee"). The Transition Committee will be entitled to invite the top management team members for meetings that shall occur as a minimum monthly, with due regard for the schedule of the top managers and their duties towards the Telemig/Amazônia Companies, to liaise and discuss ideas and to accompany all material data and information regarding the accomplishment of the results set forth in items (i) Budgets and (ii) aboveto debate, including the request advise and inform Purchaser of the documents referred status of the Telemig/Amazônia Companies' businesses. The Parties understand and agree that such meetings and any eventual participation will not represent or result in any responsibility or obligation to in Section 2.5.1.(o)any of the Parties or their representative members of the Transition Committee, within the scope and attributions of such Transition Committee, present at the Telemig/Amazônia Companies or meeting the Telemig/Amazônia Companies management team. The Seller shall procure the delivery of any relevant information about the Telemig/Amazônia Companies requested by any member of the Transition Committee to the extent permitted by Law.