Common use of Determination of Certain Matters Clause in Contracts

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. (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 such General Partner Related Person desires, including its, his or her such General Partner Related Persons’s 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 45699789.7 - 38 - 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 BLANKthe remainder of this page is intentionally left blank.]