AW Manager definition
Examples of AW Manager in a sentence
Effective as of the date of this Agreement, BH, AW Investor and AW Manager are admitted as Members of the Company and AW Manager shall be the sole Managing Member of the Company.
In the event of a Key Person Event, the AW Manager may nominate a successor AW Person subject to the Approval of BH.
At Closing (as defined in the Purchase Agreement), although the Company will be responsible for paying the aggregate purchase price to the Seller under the Purchase Agreement, the Company will direct the Seller to convey title to the Excluded Project directly to an Affiliate of the AW Manager which is not a member of the AW Member Group.
AW Manager will deliver to the Members for Approval a statement of sources and uses for the closing and a detailed estimate of the Initial Capital Contributions.
On the Closing Date, provided BH has elected to cause the Company or its SPVs to acquire the Property pursuant to the Purchase Agreement, the Company, AW Investor and AW Manager shall additionally execute and deliver the Contribution Agreement and, subject to the provisions of the following sentence, the Company shall execute and deliver the Bridge Note and Pledge Agreement to BH.
BH Member, AW Investor and AW Manager are all of the members of ▇▇-▇▇ JV, with BH Member owning a 90% membership interest in ▇▇-▇▇ JV, AW Investor owning a 9.99% membership interest in ▇▇-▇▇ JV, and AW Manager owning a 0.01% membership interest in ▇▇-▇▇ JV.
For purposes of the preceding sentence, AW Investor will be credited with having made a cash contribution to the Company in the amount set forth in the Contribution Agreement and AW Manager will be credited with having made a cash contribution to the Company in the amount set forth in the Contribution Agreement based upon their respective contributions of the membership interests in GMP LLC pursuant to the terms and conditions of the Contribution Agreement.
The parties acknowledge and agree that AW Investor and AW Manager are Withdrawing Members pursuant to the provisions of Section 4.1(e) of the Agreement which provisions are in full force and effect.
It is further agreed that on such date at the election of BH, AW Manager will further cause the rights under the Purchase Agreement to acquire the Excluded Project to be assigned to a separate Affiliate of AW Manager.
Any liability of either BH Member or ▇▇-▇▇ JV to Purchaser shall be governed solely by the terms of this Agreement and BH Member, AW Investor and AW Manager shall not be entitled to any indemnification under the JV Agreement due to any liability arising by BH Member, AW Manager, AW Investor or ▇▇-▇▇ JV under this Agreement.