Common use of Determination by General Partner of Certain Matters Clause in Contracts

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.