Common use of Binding Effect; Effectiveness Clause in Contracts

Binding Effect; Effectiveness. (a) While the parties hereto intend to convert each of the Term Sheets into one or more definitive agreements covering the subject matter of such Term Sheet prior to the Term Sheet Effective Date, the parties agree that each Term Sheet contains all material terms necessary to the transactions contemplated by such Term Sheet and that, to the extent definitive agreements do not replace any Term Sheet on or prior to the Term Sheet Effective Date, such Term Sheet or, if such Term Sheet concerns an amendment to an existing agreement between the parties to such Term Sheet, such existing agreement, as amended by such Term Sheet, shall be binding on the applicable parties from and after the Term Sheet Effective Date and thereafter shall govern the relationship of the parties with respect to such subject matter; provided, however, that the Amended and Restated Tax Matters Agreement Term Sheet shall be binding on the parties thereto as of the date hereof. (b) In the event that the Aeroderivatives Supply and Technology Development Agreement (GE Aviation to joint venture) is not effective in accordance with the terms thereof on or prior to the Trigger Date (as defined in the Amended and Restated Stockholders Agreement), the parties shall enter into an aeroderivative supply and technology development agreement on the same terms as the Aeroderivatives Supply and Technology Development Agreement (except for such changes as are necessary so that the agreement no longer references GE’s power business and is only with respect to the BHGE Field of Use (as defined in the Aeroderivatives Supply and Technology Development Agreement)).

Binding Effect; Effectiveness. (a) While the parties hereto intend to convert each of the Term Sheets into one or more definitive agreements covering the subject matter of such Term Sheet prior to the Term Sheet Effective Date, the parties agree that each Term Sheet contains all material terms necessary to the transactions contemplated by such Term Sheet and that, to the extent definitive agreements do not replace any Term Sheet on or prior to the Term Sheet Effective Date, such Term Sheet or, if such Term Sheet concerns an amendment to an existing agreement between the parties to such Term Sheet, such existing agreement, as amended by such Term Sheet, shall be binding on the applicable parties from and after the Term Sheet Effective Date and thereafter shall govern the relationship of the parties with respect to such subject matter; provided. For the avoidance of doubt, however, references to Term Sheets in this Agreement do not include the Term Sheet for the A&R Tax Matters Agreement. (b) The parties hereto agree that the Amended and Restated Term Sheet for the A&R Tax Matters Agreement Term Sheet shall be contains all material terms necessary to the transactions contemplated by such term sheet and is binding on the parties thereto as of the date hereof. (bc) In the event that the Aeroderivatives Supply and Technology Development Agreement (GE Aviation to joint venture) is not effective in accordance with the terms thereof on or prior to the Trigger Date (as defined in the Amended and Restated Stockholders Agreement), the parties shall enter into an aeroderivative supply and technology development agreement on the same terms as the Aeroderivatives Supply and Technology Development Agreement (except for such changes as are necessary so that the agreement no longer references GE’s power business and is only with respect to the BHGE Field of Use (as defined in the Aeroderivatives Supply and Technology Development Agreement)).” 1.5 Section 5.05 of the Master Agreement is hereby amended and restated in its entirety to read as follows: