Determinations Binding. Any determination made by the Managers with respect to tax filing or accounting matters shall be final and binding upon the Members and their respective legal representatives and the Members agree to file consistently with such determinations of the Managers.
Determinations Binding. Any determination made or position taken by the Directors with respect to tax filing or accounting matters shall be final and binding upon the Limited Partners and their respective legal representatives and the Limited Partners agree to file consistently with such determinations or positions of the Directors.
Determinations Binding. All determinations, interpretations, and other decisions under or with respect to this Award shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive, and binding upon all Persons, including the Company, the Partnership, any Affiliate, the Participant, and any beneficiary of the Award.
Determinations Binding. The establishment and determination by the Remarketing Agent or the Auction Agent, as applicable, of each Daily Rate, Weekly Rate, Term Rate, each Flexible Segment and Flexible Rate and each Auction Rate shall, absent manifest error, be conclusive and binding upon the Remarketing Agent, the Auction Agent, the Liquidity Provider, the Bank, the Trustee, the Issuer, the Borrower and the Owners of the Bonds.
Determinations Binding. All certificates, communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the provisions of this Article 3 by the Calculation Agent shall (in the absence of manifest error) be binding on the Issuer, the Paying Agent and the Holders.
Determinations Binding. All determinations, evaluations, elections, approvals, authorizations, consents, decisions, interpretations and other actions made or taken by or at the direction of the Company, the Board or the Committee (or any of their respective members) arising out of or in connection with the Award shall be within the sole and absolute discretion of all and each of them, and shall be final, binding and conclusive on the Participant and the Participant’s beneficiaries, heirs, executors, administrators, successors and assigns.
Determinations Binding. Each determination and calculation will (in the absence of manifest or proven error) be final and binding upon all parties and Noteholders may not proceed against the Calculation Agent in connection with the carrying out of its duties.
Determinations Binding. All certificates, communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the provisions of this Clause 4 by the Calculation Agent shall (in the absence of wilful default, bad faith or manifest error) be binding on the Borrower, the Paying Agent and the Lender and, in the absence of the aforesaid, no liability to the Borrower, the Paying Agent or the Lender shall attach to the Calculation Agent in connection with the exercise or non-exercise by it of its powers, duties and discretions pursuant to such provisions.
Determinations Binding. All certificates, communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the provisions of this clause 4 by the Interest Determination Agent or the Cash Administrator shall (in the absence of manifest error) be binding on the Issuer, the Paying Agent, the Cash Administrator and the Noteholders.
Determinations Binding. The calculations and determinations of the Calculation Agent shall be final and binding upon the parties (save in the case of manifest error). The Calculation Agent shall act in good faith and in a commercially reasonable manner in the calculation of any amounts as provided herein. Any price, number, currency amount or percentage calculated by the Calculation Agent under the Loan will be rounded to such number of decimal places and in such a manner as the Calculation Agent determines in its absolute discretion. The Calculation Agent shall make its calculations and determinations available to the Borrower upon its reasonable written request in accordance with Clause 16.
