Manager’s Determination Clause Samples

Manager’s Determination. The Manager shall have the sole authority to determine the timing and amount of all Distributions to Members; provided, however, that all Distributions shall be allocated among the Members in accordance with Section 9.2 hereof; provided, further, as long as any Obligation under the Loan Documents shall remain outstanding, Distributions by the Company shall be limited to amounts received by the Company pursuant to (i) on the Closing Date, the disbursement of the Loans under the Loan Agreement, (ii) so long as no Event of Default has occurred and is continuing, Clause Tenth of Section 1.15(a) of the Loan Agreement and (iii) if an Event of Default has occurred and is continuing, Clause Fifth of Section 1.15(b) of the Loan Agreement (collectively, the “Permitted Distributions”).

Manager’s Determination. Except as provided in Section 7.4, each Series Manager shall have the sole authority to determine the timing and the aggregate amount of any Distributions to Members of such Series.

Manager’s Determination. The Manager shall have the sole authority to determine the timing and amount of all Distributions to Members; provided, however, that all Distributions shall be allocated among the Members in accordance with Section 9.2 hereof.

Manager’s Determination. To the fullest extent permitted by law and notwithstanding any other provision of this Agreement or in any other agreement contemplated herein or applicable provisions of law or equity or otherwise, whenever in this Agreement the Manager is permitted or required to make a decision (a) in his “consent,” “approval,” “determination,” “sole discretion” or “discretion” or under a grant of similar authority or latitude, or any variation thereof, the Manager shall be entitled to act in his sole discretion and absolute discretion and to consider only such interests and factors as he desires, including his own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any other Person, or (ii) in his “good faith” or under another express standard, the Manager shall act under such express standard and shall not be subject to any other or different standard. If any questions should arise with respect to the operation of the Company that are not specifically provided for in this Agreement or the Act, or with respect to the interpretation of this Agreement, the Manager is hereby authorized to make a final determination with respect to any such question and to interpret this Agreement in good faith, and his determination and interpretation so made shall be final and binding on all parties. Notwithstanding any other provision of this Agreement, including the preceding provisions of this Section, the Manager shall comply with the implied contractual covenant of good faith and fair dealing.