BWNE definition
Examples of BWNE in a sentence
If BWNE and BDC executives fail to reach an agreement on the Fair Market Value of the Company as of the Valuation Date during their 30-day determination period (or such longer period as may be agreed by the Chief Financial Officers), B&WMR will select and identify to BNGP an Appraiser (the “First Appraiser”) and BNGP will select and identify to B&WMR an Appraiser (the “Second Appraiser”) no later than 10 days after the end of the determination period.
The Third Appraiser will make a determination of the Fair Market Value of the Company and deliver its written report to BWNE and BNGP (the “Third Value”) not more than 30 days after the Third Appraiser is designated.
Each Member and the Company acknowledges that the preceding sentence is not intended to alter the BWNE Exclusive Scope or BPC Exclusive Scope, as applicable.
A Member is permitted at any time to Transfer all or a portion of its Membership Interests to one or more Affiliates so long as they remain Affiliates and, in the case of B&WMR, to lenders of BWNE or its Affiliates to effect a pledge of or security interest in B&WMR’s Membership Interests.
Except with respect to (i) the obligation to pay all amounts earned and unpaid under the BPC TSA or any Secondment Agreement and (ii) provisions that expressly survive any termination of the applicable agreement, the BPC TSA, the Secondment Agreements (other than the Secondment Agreement between BWNE and the Company) and the Cooperation Agreement will automatically terminate on the Date of Withdrawal and be of no further force or effect.
Nothing in this LLC Agreement will be deemed to create rights in or benefits for any Person that is not a Member, other than (a) BWNE, BDC, BPC and their Affiliates with respect to Article 12, Sections 7.5, 13.3(b), 13.3(c), 13.3(d), 13.4, 13.5, 16.1 and Exhibit A, Exhibit B, Exhibit D, and Exhibit F and (b) individuals entitled to indemnification under Article 10, in each case only with respect to those Articles, Sections and Exhibits.
In negotiation of the B&W Subcontract and EPC Subcontract for a specific project, BWNE, BPC (or their designated Affiliates) and the Company will use commercially reasonable efforts to accommodate the terms and conditions of the particular Customer Contract in the applicable subcontract to the extent not inconsistent with the terms of Exhibit K.
With respect to each B&W Subcontract and EPC Subcontract, each of BWNE and BPC (or their designated Affiliate), as applicable, will give due consideration for utilization of any subcontractor or supplier reasonably recommended by the Company and will take into account in their selection any preferred vendor or subcontractor list of the Company.
The ▇▇▇▇▇▇ Building ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: Assistant General Counsel, BWNE Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ BNGP: BDC NexGen Power LLC c/▇ ▇▇▇▇▇▇▇ Development Company, Inc.
On or prior to the 60th day after the Start Date, the First Appraiser and the Second Appraiser will each render to BWNE and BDC their written reports on the Fair Market Value of the Company.