Conditions Cláusulas Exemplificativas

Conditions. Each party's indemnification and defence obligations shall be conditional upon the following actions by the indemnified party: (I) prompt written notice to the indemnifying party of any indemnification action, (ii) cooperation with the indemnifying party in the defence of the action and (iii) granting exclusive control of the defence or settlement of the action to the indemnifying party.

Conditions. 1. The vehicles will be delivered on loan for a period of between 1 (one) and 12 (twelve) months. 2. With the delivery of the bicycle, the member undertakes to take out a civil liability insurance contract. 3. A valid photo ID must be presented at the time of delivery. 4. The use of vehicles is reserved for members of the U.Porto academic community, made up of Students, Teachers, Non-Teachers, Researchers and Grant Holders, provided they hold the documents referred to in number 3. 5. U.▇▇▇▇▇ may refuse to lend vehicles to anyone who does not fulfil the conditions for using them, as well as to anyone who has previously failed to comply with the contractual conditions in the same area or has shown a lack of care when using the vehicles. 6. When the vehicle is handed over, a form will be filled in with the results of a joint inspection between CDUP-UP and the member, on the condition of the equipment before and after the period of use. 7. The member may request, with the delivery referred to in the previous paragraph, a helmet, padlock, 11- function tool kit, air pump, mobile phone bag and a bag to carry all the complementary material. 8. The bicycle can be transferred to a U.Porto unit/service, provided that it appoints a contract manager, who will be responsible for complying with all the clauses contained in these contractual clauses.

Conditions. The Transaction conditional upon SAS obtaining final approval for the Transaction under the applicable merger control laws from the Brazilian Administrative Council for Economic Defense (Conselho Administrativo de Defesa Econômica – CADE) (the “Antitrust Condition”), obtaining final approval under the applicable regulatory laws from the Brazilian National Waterway Transportation Agency (Agência Nacional de Transportes Aquaviários – ANTAQ) (the “ANTAQ Condition”) and obtaining certain consents and/or waivers from certain of ▇▇▇▇▇▇ Sons’ lenders in relation to the Transaction (the “Bank Consents Condition” and, together with the Antitrust Condition and the ANTAQ Condition, the “Conditions”). The Antitrust Condition and the ANTAQ Condition may not be waived by any party. The Bank Consents Condition may be waived by SAS or, following the satisfaction of the Antitrust Condition and the ANTAQ Condition, by OWOIL. SAS will be required, amongst other obligations, to use its best endeavours to satisfy the Conditions as soon as reasonably practicable and in any event by 21 January 2026 (the “Long Stop Date”), by which time, if any of the Conditions have not been satisfied or (where applicable) waived, then (subject to the parties’ rights to extend the Long Stop Date by up to 20 business days), the Share Purchase Agreement will automatically terminate. If the Antitrust Condition or the ANTAQ Condition have not been satisfied on or before 5.00pm on the Long Stop Date (including, if applicable, as extended by the parties), the Share Purchase Agreement shall automatically terminate and a break fee of US$80 million in cash (the “Break Fee”) shall be payable by SAS to OWOIL. The Break Fee will not be payable where the failure to satisfy the Antitrust Condition or the ANTAQ Condition is due to the material breach by OWOIL of its obligations under the Share Purchase Agreement in relation to the satisfaction of such Conditions, or where such material breach materially contributes to the failure to satisfy such Conditions.

Conditions. Minimum rental