Determination by Manager Clause Samples
Determination by Manager. 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 Manager.
Determination by Manager. The election to redeem a Member’s interest in the Company in accordance with this Section shall be made by the Board of Managers. The Manager shall recuse himself from such decision if it is its act or the act of its affiliated Member (or any of their successors or assigns) that gave rise to the right of redemption, in which event the election whether to redeem shall be made by Members holding a majority of the Percentage Interests (disregarding all those Members whose act (or whose affiliated Manager’s acts) gave rise to the right of redemption) (such Members shall then administer the redemption process set forth in this Section in lieu of the Manager). A Manager so recused shall not be precluded from challenging the redemption on the basis that the Manager (or affiliated Member) did not engage in one of the acts described paragraph (a), above.