Determination by General Partner of Certain Matters Sample Clauses

Determination by General Partner of Certain Matters. Subject to maintaining the Partnership in a sound financial and cash position, all matters concerning the allocation of Profits and Losses among the Partners, including the taxes thereon, and accounting procedures, not specifically and expressly provided for by the terms of this Agreement, shall be determined by the General Partner whose determination shall be final and conclusive as to all Partners.

Determination by General Partner of Certain Matters. All matters concerning the valuation of Securities and other assets of the Partnership, the allocation of profits, gains and losses among the Partners, including taxes thereon, and accounting procedures not expressly provided for by the terms of this Agreement, shall be determined by the General Partner, whose determination shall be final and conclusive as to all of the Partners.

Determination by General Partner of Certain Matters. All matters concerning the valuation of Securities, the allocation of profits, gains and losses among the Partners, the taxes on profits, gains and losses, and accounting procedures, not specifically and expressly provided for by the terms of this Agreement, shall be determined in good faith by the General Partner, whose determination shall be final, binding and conclusive on all of the Partners. The General Partner shall have the power to make all tax elections and determinations for the Partnership, and to take any and all action necessary under the Code or other applicable Law to effect those elections and determinations. All such elections and determinations by the General Partner shall be final, binding and conclusive upon all Partners.

Determination by General Partner of Certain Matters. Except as expressly provided for by the terms of this Agreement, all matters concerning the valuation of the assets of the Onshore Partnership, the allocation of income, deductions, gains and losses among the Partners, including taxes thereon, and tax, financial reporting and accounting determinations, decisions and procedures shall be made by the General Partner, whose determination shall be final and conclusive as to all of the Partners. Notwithstanding the foregoing, and without limiting the General Partner’s authority to delegate its duties under this Agreement, the General Partner shall have the express authority to delegate to any other person the responsibility of valuing the Onshore Partnership’s investments and other assets.

Determination by General Partner of Certain Matters. All matters concerning the valuation of Securities, the allocation of profits, gains and losses among the Partners including their taxable status, any elections permitted or required pursuant to the Internal Revenue Code, including the Section 754 election, and accounting procedures not specifically and expressly provided for by the terms of this Agreement, shall be determined by the General Partner on a fair and equitable basis (subject where appropriate, to generally accepted accounting principles, except in the treatment of organizational expenses, as recommended by the accountant for the Partnership) whose determination shall be final and conclusive as to all of the Partners.

Determination by General Partner of Certain Matters. All matters concerning the valuation of the Partnership’s assets, the allocation of Net Profits and Net Losses among the Partners, the allocation of related Partnership tax items among the Partners and all accounting procedures not specifically and expressly provided for by the terms of this Agreement shall be determined by the General Partner, whose determination, so long as made in good faith, shall be final and conclusive as to all of the Partners and no Limited Partner nor the Partnership shall have any liability to any other Limited Partner as a result thereof. The General Partner may waive some or all of its rights under this Agreement (but not, for the avoidance of doubt, any rights of the Strategic Investor absent the prior written consent of the Strategic Investor), including rights to Performance Allocations or other payments, either generally or with respect to particular matters, periods or Partners, and any such waiver or agreement shall not bind the General Partner with respect to other periods or Partners, nor with respect to any other matters or rights set forth herein. For the avoidance of doubt, any waivers, offsets or reductions of Management Fees or Performance Allocations shall not impact the calculation or distribution of the Asset Based Special Distributions or the Performance-Based Special Allocations absent the prior written consent of the Strategic Investor.

Determination by General Partner of Certain Matters. All matters concerning the Investments and other assets of the Partnership, the allocation of income, deductions, gains and losses among the Partners, including taxes thereon, and accounting procedures not expressly provided for by the terms of this Agreement shall be determined by the General Partner, in its sole and absolute discretion, and whose determination shall be final and conclusive as to all of the Partners. In making any determinations on behalf of the Partnership, the General Partner shall, subject to any fiduciary duties imposed on it by law, be entitled to consider only such interests and factors as it determines in its sole and absolute discretion are appropriate and has no duty or obligation to give any consideration to any interest of or factors affecting any Partner individually.

Determination by General Partner of Certain Matters. All matters concerning the computation of Capital Accounts, the allocation of Net Income (and items thereof) and Net Loss (and items thereof), the allocation of items of Partnership income, gain, loss, deduction and expense for tax purposes, the making of any elections and the adoption of any accounting procedures not expressly provided for by the terms of this Agreement shall be determined by the General Partner in its sole and absolute discretion. Such determination shall be final and conclusive as to all Partners. Notwithstanding anything expressed or implied to the contrary in this Agreement, in the event the General Partner shall determine, in its sole and absolute discretion, that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto, are computed in order to effectuate the intended economic sharing arrangement of the Partners as reflected in Article IV, the General Partner may make such modification.

Determination by General Partner of Certain Matters. All matters concerning the determination and allocation among the Partners of the amounts to be determined and allocated pursuant to Article 4 hereof, including the taxes thereon and accounting procedures applicable thereto, shall be determined by the General Partner, in all cases unless expressly otherwise provided for by the provisions of this Agreement. All such determinations and allocations shall be final and binding on all the Partners.