Determinations by the Members Sample Clauses

Determinations by the Members. Except as expressly provided herein, any approval, consent, judgment, option, rights or other determination to be made by a Member shall be in the sole and absolute discretion of such Member. Any approval, consent, judgment, or other determination to be made by the Members under and in connection with this Agreement shall be made jointly by the Members and shall therefore require their mutual written agreement.

Determinations by the Members. 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 Required Majority of the Board. Such determinations shall be final and conclusive as to all Members. 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, or the Company, is constructively 32 40 attributed to, respectively, the Company or any Member, or any contribution to or Distribution by the Company or any payment by any Member or the Company is recharacterized, the Members may specially allocate items of Company income, gain, loss, deduction and expense and/or make correlative adjustments to the Capital Accounts of the Members 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 Capital Account balances of the Members (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 Capital Account balances of the Members that would have existed if such attribution and/or recharacterization and the application of this sentence of this Section 7.11 had not occurred. In the event that the Members shall determine 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 their intended economic sharing arrangement, then each Member agrees to take such action as they decide jointly, in good faith, is required to effect such result.