Conclusive Nature of Determinations. All determinations, interpretations, calculations, adjustments and other actions of the Partnership, the Company, the Board of Directors (or a committee to which the Board of Directors has delegated such authority), the General Partner or a designee of any of the foregoing that are within such Person’s authority hereunder shall be binding and conclusive on a Partnership Unitholder absent manifest error. In connection with any such determination, interpretation, calculation, adjustment or other action, the Partnership, the Company, the Board of Directors (or a committee to which the Board of Directors has delegated such authority), the General Partner or the designee of any of the foregoing shall be entitled to resolve any ambiguity with respect to the manner in which such determination, interpretation, calculation, adjustment or other action is to be made or taken, and shall be entitled to interpret the provisions of this Agreement, in such a manner as it determines to be fair and equitable, and such resolution or interpretation shall be binding and conclusive on a Partnership Unitholder absent manifest error.
Appears in 2 contracts
Sources: Exchange Agreement (StepStone Group Inc.), Exchange Agreement (StepStone Group Inc.)
Conclusive Nature of Determinations. All determinations, interpretations, calculations, adjustments and other actions of the PartnershipGeneral Partner, the CompanyPartnership, the Board of Directors (or a committee to which the Board of Directors has delegated such authority), the General Partner or a designee of any of the foregoing that are within such Person’s authority hereunder under this Agreement shall be binding and conclusive on a Partnership Unitholder Partner absent manifest error. In connection with any such determination, interpretation, calculation, adjustment adjustment, or other action, the PartnershipGeneral Partner, the CompanyPartnership, the Board of Directors (or a committee to which the Board of Directors has delegated such authority), the General Partner or the designee of any of the foregoing shall be entitled to resolve any ambiguity with respect to the manner in which such determination, interpretation, calculation, adjustment or other action is to be made or taken, and shall be entitled to interpret the provisions of this Agreement, Agreement in such a manner as it such Person determines to be fair and equitable, and such resolution or interpretation shall be binding and conclusive on a Partnership Unitholder Partner absent manifest error.
Appears in 2 contracts
Sources: Limited Partnership Agreement (Excelerate Energy, Inc.), Limited Partnership Agreement (Excelerate Energy, Inc.)