Common use of Relevant Agreements Clause in Contracts

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 agreement, consortium agreement or other that set forth the organization of a company or any other business association, and all the association agreements or other similar agreements involving a sharing of profits or Losses with any other Person; (xi) agreement setting forth payment of indemnification in an amount over R$100,000.00 (one hundred thousand Brazilian Reais) to be borne by AZUL Holding and/or its Controlled Companies; (xii) agreement containing a provision about the change in the control of AZUL Holding and/or its Controlled Companies or that requires previous consent from a third party for consummation of the Transaction hereunder, or which could result in the early termination hereof; (xiii) agreement whose subject matter is the acquisition or disposal of any business (either by means of purchase and sale, ownership restructure or otherwise) involving AZUL Holding and/or its Controlled Companies; (xiv) agreement executed by AZUL Holding and/or its Controlled Companies with any Governmental Authority, union or class entity; (xv) agreement providing for the posting of any guarantee to third parties by AZUL Holding and/or its Controlled Companies; (xvi) agreements with Related Parties; and (xvii) relevant license, sublicense and/or authorization agreements, among others, involving the use by AZUL Holding and/or its Controlled Companies of Intellectual Properties used herein for the conduction of its business. b. any other agreements that are relevant for the conduction of the business of AZUL Holding and/or its Controlled Companies, the way such business is conducted on the Date of Execution. Each Relevant Agreement was executed (a) in the ordinary course of business reflecting the market conditions for similar transactions; and (b) is a legal, valid and binding obligation of AZUL Holding and/or its Controlled Companies. AZUL Holding and/or its Controlled Companies did not (a) violate or default on any Relevant Agreement, and (b) waive any right provided for in any Relevant Agreement. Execution of the Transaction Documents does not and shall not breach any provision in the Relevant Agreements, as it shall not result in the right of any counterparty to such Relevant Agreements of demanding the early maturity and/or unilateral termination. AZUL Holding and/or its Controlled Companies have no knowledge of any notification of breach, full or partial termination, or request for fine, early termination or request for indemnity for any Relevant Agreement and no renegotiation in relation to any Relevant Agreement is in course.