Conclusive Nature of Determinations. All determinations, interpretations, calculations, adjustments and other actions of the Manager, the Company, the Board of Directors (or a committee to which the Board of Directors has delegated such authority), or a designee of any of the foregoing that are within such Person’s authority under this Agreement shall be binding and conclusive on a Member absent manifest error. In connection with any such determination, interpretation, calculation, adjustment, or other action, the Manager, the Company, the Board of Directors (or a committee to which the Board of Directors has delegated such authority), or the designee of any of the foregoing shall be entitled to resolve any ambiguity with respect to the manner in which such determination, interpretation, calculation, adjustment or other action is to be made or taken, and shall be entitled to interpret the provisions of this Agreement in such a manner as such Person determines to be fair and equitable, and such resolution or interpretation shall be binding and conclusive on a Member absent manifest error.
Appears in 10 contracts
Samples: Limited Liability Company Agreement (Swiftmerge Acquisition Corp.), Limited Liability Company Agreement (Zeo Energy Corp.), Limited Liability Company Agreement (HNR Acquisition Corp.)
Conclusive Nature of Determinations. All determinations, interpretations, calculations, adjustments and other actions of the ManagerManaging Member, the Company, the Board of Directors (or a committee to which the Board of Directors has delegated such authority), ) or a designee of any of the foregoing that are within such Person’s authority under this Agreement shall be binding and conclusive on a Member absent manifest error. In connection with any such determination, interpretation, calculation, adjustment, adjustment or other action, the ManagerManaging Member, the Company, the Board of Directors (or a committee to which the Board of Directors has delegated such authority), ) or the designee of any of the foregoing shall be entitled to resolve any ambiguity with respect to the manner in which such determination, interpretation, calculation, adjustment or other action is to be made or taken, and shall be entitled to interpret the provisions of this Agreement in such a manner as such Person determines to be fair and equitable, and such resolution or interpretation shall be binding and conclusive on a Member absent manifest error.
Appears in 5 contracts
Samples: Limited Liability Company Agreement (GEN Restaurant Group, Inc.), Limited Liability Company Agreement (Zevia PBC), Limited Liability Company Agreement (Zevia PBC)
Conclusive Nature of Determinations. All determinations, interpretations, calculations, adjustments and other actions of the ManagerManaging Member, the Company, the Board of Directors (or a committee to which the Board of Directors has delegated such authority), or a designee of any of the foregoing that are within such Person’s authority under this Agreement shall be binding and conclusive on a Member absent manifest error. In connection with any such determination, interpretation, calculation, adjustment, or other action, the ManagerManaging Member, the Company, the Board of Directors (or a committee to which the Board of Directors has delegated such authority), or the designee of any of the foregoing shall be entitled to resolve any ambiguity with respect to the manner in which such determination, interpretation, calculation, adjustment or other action is to be made or taken, and shall be entitled to interpret the provisions of this Agreement in such a manner as such Person determines to be fair and equitable, and such resolution or interpretation shall be binding and conclusive on a Member absent manifest error.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Rubicon Technologies, Inc.), Agreement and Plan of Merger (Founder SPAC)
