Determination of Certain Matters. Notwithstanding anything express or implied to the contrary in this Trust Agreement, all matters concerning the computation of Capital Accounts and tax basis accounts, the allocation of Net Profit (and items thereof) and Net Loss (and items thereof), the allocation of items of income, gain, loss, deduction and expense for tax purposes, the adoption or modification of any accounting procedures, any adjustments to the books and records of the Up-MACRO Holding Trust and all matters related to liquidation and dissolution of the Up-MACRO Holding Trust shall be determined by the Depositor, in its sole and absolute discretion. Such determination shall be final and conclusive as to all Holders and be in accordance with the Code and Regulations. Notwithstanding anything expressed or implied in this Trust Agreement, in the event the Depositor, shall determine, in its sole and absolute discretion, that it is prudent to modify the manner in which the Capital Accounts and tax basis accounts, or any debits or credits thereto, are computed in order to effectuate the intended economic sharing arrangement of the Holders, the Depositor may make such modification. Allocations of Net Profit and Net Loss to a Holder's Capital Account shall be made for each day as soon as practicable thereafter.
Determination of Certain Matters. Notwithstanding anything express or implied to the contrary in this Trust Agreement, all matters concerning the computation of Capital Accounts and tax basis accounts, the allocation of Net Profit (and items thereof) and Net Loss (and items thereof), the allocation of items of income, gain, loss, deduction and expense for tax purposes, the adoption or modification of any accounting procedures, any adjustments to the books and records of the Up Trust and all matters related to liquidation and dissolution of the Up Trust shall be determined by the Depositor, in its sole and absolute discretion. Such determination shall be final and conclusive as to all Holders and be in accordance with the Code and Regulations. Notwithstanding anything expressed or implied in this Trust Agreement, in the event the Depositor shall determine, in its sole and absolute discretion, that it is prudent to modify the manner in which the Capital Accounts and tax basis accounts, or any debits or credits thereto, are computed in order to effectuate the intended economic sharing arrangement of the Holders, the Depositor may make such modification. Allocations of Net Profit and Net Loss to a Holder's Capital Account shall be made for each day as soon as practicable thereafter.
Determination of Certain Matters. 60 Section 7.7
Determination of Certain Matters. (a) To the fullest extent permitted by applicable law, and notwithstanding any provision of this Agreement to the contrary or in any agreement contemplated herein or applicable provisions of law or equity or otherwise, whenever in this Agreement any General Partner Related Person is permitted or required to make a decision (including whether to take an action or not or waive a provision or not) (i) unless some other standard is specified, the General Partner may make such decision in its sole discretion, meaning such General Partner Related Person shall be entitled to consider only such interests and factors as it, he or she desires, including its, his or her own interests, and shall, to the fullest extent permitted by applicable law, have no duty or obligation to give any consideration to any interest or factor affecting the Partnership or any other Person (other than a duty to act in good faith), or (ii) under another express standard, such General Partner Related Person shall act under such express standard and shall not be subject to any other or different standard.
(b) All determinations, interpretations, calculations, adjustments and other actions of the General Partner that are within its authority hereunder shall be made in good faith by the General Partner and shall be binding and conclusive on the Partnership and all Partners absent manifest error. In connection with any such determination, interpretation, calculation, adjustment or other action, the General Partner 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 it determines to be fair and equitable, and such resolution or interpretation shall be binding and conclusive on the Partnership and all Partners absent manifest error. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
Determination of Certain Matters. 52 Section 7.7 No Deficit Makeup..............................................................................52 Section 7.8 U.S. Partnership Tax Treatment.................................................................52 Section 7.9 Definitions....................................................................................52
Determination of Certain Matters. All matters concerning the valuation of investments and other assets and the allocation of income, deductions, gains, losses, credits and liabilities among the Partners, including taxes thereon and accounting procedures, not expressly provided for by the terms of this Agreement, shall be equitably determined in good faith by the General Partner.
Determination of Certain Matters. 17 2.3 Joint Scientific Committee.................................................... 17 (a) Membership............................................................. 17 (b) Responsibilities....................................................... 18 2.4 Meetings...................................................................... 18 2.5 Collaboration Guidelines...................................................... 18 3. Overview of the Mode of Action Program.............................................. 18 3.1 Goals......................................................................... 18 [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
Determination of Certain Matters. BMS shall have the tie-breaking vote in all matters that come before the JMT (including without limitation whether a Candidate Target is a Quality Target); provided, however, that: (1) the Parties agree to refer the any such matter, for which the JMT is unable to agree, to the senior officers referred to in Section 14.1(a) and to follow the informal dispute resolution procedure in Section 14.1(a) (but without the requirement in said section of submitting the matter to arbitration if said senior officers cannot reach mutual agreement within the time frame set forth therein) before BMS may exercise its tie-breaking vote, and (2) the unanimous consent of all members of the JMT shall be required for any dispute or disagreement the resolution of which would require the use by Exelixis of more FTEs than BMS is then supporting hereunder or which would materially conflict with Exelixis' obligations hereunder.
Determination of Certain Matters. Notwithstanding anything expressed or implied to the contrary in this Trust Deed, all matters concerning the computation of Capital Accounts and tax basis accounts, the allocation of Net Profit (and items thereof) and Net Loss (and items thereof), the allocation of items of income, gain, loss, deduction and expense for tax purposes, the adoption or modification of any accounting procedures, including reserves for expenses and contingencies, any adjustments to the books and records of the Trust and all matters related to liquidation and dissolution of the Trust shall be determined by the Trustees in their sole and absolute discretion. Such determination shall be final and conclusive as to all Unitholders. Notwithstanding anything expressed or implied to the contrary in this Agreement, in the event the Trustees shall determine that it is prudent to modify the manner in which the Capital Accounts and tax basis accounts, or any debits or credits thereto, are computed in order to effectuate the intended economic sharing arrangement of the Unitholders, the Trustees may make such modifications.
Determination of Certain Matters. 9 ARTICLE VI Allocations . . . . . . . . . . . . . . . . . . . . . . . . . 9
