Determinations by the Board. (a) All matters concerning the determination and allocation among the Members of the amounts to be determined and allocated pursuant to Article V hereof, including any taxes thereon and accounting procedures applicable thereto, shall be determined by the Board (either directly or by the Investment Manager pursuant to delegated authority) unless specifically and expressly otherwise provided for by the provisions of this Agreement or as required by law, and such determinations and allocations shall be final and binding on all the Members.
Determinations by the Board. All matters concerning the computation of Capital Accounts, the allocation of net profit (and items thereof) and net loss (and items thereof), the allocation of items of Company income, gain, loss, deduction and expense for tax purposes, shall be determined by the Board in its sole discretion. Such determination shall be final and conclusive as to all the Members. Notwithstanding anything express or implied to the contrary in this Agreement, in the event the Board shall determine, in its sole 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 Members as reflected in this Article 4, the Board may make such modification without the approval of Members. The Board is authorized to adopt any convention or combination of conventions likely to be upheld for federal income tax purposes regarding the allocation and/or special allocation of items of Company income, gain, loss, deduction and expense with respect to newly issued Units, transferred Units and withdrawn Units. Upon admission as a substituted Member, a transferee of Units shall succeed to the Capital Account of the transferor Member to the extent it relates to the transferred Units.
Determinations by the Board. The determination as to any of the following matters, made in good faith by or pursuant to the direction of the Board of Trustees consistent with this Declaration shall be final and conclusive and shall be binding upon the Company and every Shareholder: (i) the amount of the net income of the Company for any period and the amount of assets at any time legally available for the payment of dividends, redemption or repurchase of its Common Shares or the payment of other distributions on its Common Shares; (ii) the amount of stated capital, capital surplus, net assets, other surplus, annual or other net profit, net assets in excess of capital, undivided profits or excess of profits over losses on sales of assets; (iii) the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been paid or discharged); (iv) any interpretation of the terms, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of any class or series of Common Shares of the Company; (v) the fair value, or any sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by the Company or any Common Shares of the Company; (vi) any matter relating to the acquisition, holding and disposition of any assets by the Company; or (vii) any other matter relating to the business and affairs of the Company or required or permitted by applicable law, this Declaration or the Bylaws or otherwise to be determined by the Board provided, however, that any determination by the Board as to any of the preceding matters shall not render invalid or improper any action taken or omitted prior to such determination and no Trustee shall be liable for making or failing to make such a determination in accordance with this Section 3.12.
Determinations by the Board. The board of directors of the Company (after receiving advice from its legal and financial advisors) has unanimously (other than directors abstaining from voting by reason of conflict of interest or financial interest) determined at its meeting held on December 5, 2007 that the Offer and the performance by the Company of its obligations under this Agreement are in the best interests of the Company and its Shareholders.
Determinations by the Board. Notwithstanding anything in this Agreement to the contrary, the parties agree that in any case where a determination of any of Executive’s rights under this Agreement is to be made by the Board (or any committee of the Board), if Executive is serving as a member of the Board at the time of such determination, Executive shall not participate in such determination and “Board” shall be read to mean the members of the Board other than Executive.
Determinations by the Board. Subject to the rights of Holders under Section 6.3(b), all matters concerning the computation of Capital Accounts, the allocation of items of Company income, gain, loss, deduction and expense for all purposes of this Agreement and the adoption of any accounting procedures not expressly provided for by the terms of this Agreement shall be determined by the Board.
Determinations by the Board. For the avoidance of doubt, except as otherwise provided, all matters concerning the computation of Series Capital Accounts, the making of distributions to the Members, and the allocation of items of income, gain, loss, deduction and expense for all purposes of this Agreement shall be determined in a manner consistent with the treatment of each Series as a separate partnership for U.S. federal income tax purposes. All matters concerning the computation of Series Capital Accounts, the allocation of items of Series income, gain, loss, deduction and expense for all purposes of this Agreement and the adoption of any accounting procedures not expressly provided for by the terms of this Agreement shall be determined by the Board in good faith; provided, however, that any allocation or accounting procedure related solely to Series A shall be subject to AIG Capital’s review and consent (such consent not to be unreasonably withheld). Such determinations shall be final and conclusive as to all the Members of such Series. Without in any way limiting the scope of the foregoing, if and to the extent that, for income tax purposes, any item of income, gain, loss, deduction or expense of any Member of a Series or a Series is constructively attributed to, respectively, the Series or any Member, or any contribution to or distribution by Series or any payment by any Member or such Series is recharacterized, the Board may, in its discretion and without limitation, specially allocate items of Series income, gain, loss, deduction and expense and/or make correlative adjustments to the Series Capital Accounts of the Members of such Series in a manner so that the net amount of income, gain, loss, deduction and expense realized by each relevant party (after taking into account such special allocations) and the net Series Capital Account balances of the Members of such Series (after taking into account such special allocations and adjustments) shall, as nearly as possible, be equal, respectively, to the amount of income, gain, loss, deduction and expense that would have been realized by each relevant party and the Series Capital Account balances of the Members of such Series that would have existed if such attribution and/or recharacterization and the application of this Section 6.8 had not occurred.
Determinations by the Board. The Board of Directors of Target (after receiving advice from its legal advisors and the Financial Advisor) has determined at it meeting held on August 30, 2001: that the consideration to be received in exchange for the Target Common Shares pursuant to the Arrangement is fair to the Target Common Shareholders, from a financial point of view,
Determinations by the Board. In addition to the matters that are to be determined by the Board pursuant to the other provisions of this Agreement, the determination as to any of the following matters, made by the Board in good faith in a manner consistent with the terms of this Agreement, shall be final and conclusive and shall be binding upon the Company and each Member: (a) whether any Company GL Asset is a Development GL Asset; (b) whether a ground lease, ground sublease or other lease or sublease is a Ground Lease; (c) whether a GL Material Change has occurred with respect to any Company GL Asset, whether an Involuntary Ground Lease Termination Event or a Voluntary Ground Lease Termination Event has occurred; (d) the net income of the Company for any period and the amount of assets at any time legally available for the redemption of Units or the payment of distributions on its Units, including the amount of Net Sale Proceeds, Net Operating Income and other proceeds that are available for application and/or distribution pursuant to ARTICLE VIII; (e) the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been paid or discharged); and (f) the number of Units of any class or series of the Company (other than the CARET Units).
Determinations by the Board. In fulfilling the covenants included in the Charter or Bylaws of the Company that require determinations of the Board, the Board shall act in good faith.
