Common use of Determinations by Board Clause in Contracts

Determinations by Board. The determination as to any of the following matters, made by or pursuant to the direction of the Board of Directors, shall be final and conclusive and shall be binding upon the Corporation and every holder of shares of its stock: the amount of the net income of the Corporation for any period and the amount of assets at any time legally available for the payment of dividends, acquisition of its stock or the payment of other distributions on its stock; the amount of paid-in surplus, net assets, other surplus, cash flow, funds from operations, adjusted funds from operations, net profit, net assets in excess of capital, undivided profits or excess of profits over losses on sales of assets; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been set aside, paid or discharged); any interpretation or resolution of any ambiguity with respect to any provision of the Charter (including any of the terms, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of any shares of any class or series of stock of the Corporation) or of the Bylaws; the number of shares of stock of any class or series of the Corporation; the fair value, or any sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by the Corporation or of any shares of stock of the Corporation; any matter relating to the acquisition, holding and disposition of any assets by the Corporation; any interpretation of the terms and conditions of one or more agreements with any person, corporation, association, company, trust, partnership (limited or general) or other entity; the compensation of directors, officers, employees or agents of the Corporation; or any other matter relating to the business and affairs of the Corporation or required or permitted by applicable law, the Charter or Bylaws or otherwise to be determined by the Board of Directors.

Determinations by Board. The determination as to any of the following matters, made in good faith by or pursuant to the direction of the Board of DirectorsDirectors consistent with the Charter, shall be final and conclusive and shall be binding upon the Corporation and every holder of shares of its stockShares: (i) the amount of the net income of the Corporation for any period and the amount of assets at any time legally available for the payment of dividends, acquisition redemption of its stock Shares or the payment of other distributions Distributions on its stockShares; (ii) the amount of paid-in surplus, net assets, other surplus, annual or other cash flow, funds from operations, adjusted funds from operations, net profit, net assets in excess of capital, undivided profits or excess of profits over losses on sales of assets; (iii) the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been set aside, paid or discharged); (iv) any interpretation or resolution of any ambiguity with respect to any provision of the Charter (including any of the terms, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to dividends or other distributionsDistributions, qualifications or terms or conditions of redemption of any shares of any class or series of stock of the CorporationShares) or of the Bylaws; the number of shares of stock of any class or series of the Corporation; (v) the fair value, or any sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by the Corporation or any Shares; the number of Shares of any shares of stock class of the Corporation; (vi) any matter relating to the acquisition, holding and disposition of any assets by the Corporation; (vii) any interpretation of the terms and conditions of one or more agreements with any person, corporation, association, company, trust, partnership (limited or general) or other entity; the compensation of directors, officers, employees or agents of the CorporationPerson; or (viii) any other matter relating to the business and affairs of the Corporation or required or permitted by applicable law, the Charter or Bylaws or otherwise to be determined by the Board of Directors; provided, however, that any determination by the Board of Directors as to any of the preceding matters shall not render invalid or improper any action taken or omitted prior to such determination and no Director shall be liable for making or failing to make such a determination.

Determinations by Board. The Except as may otherwise be required by law, the determination as to any of the following matters, made in good faith by or pursuant to the direction of the Board of DirectorsDirectors consistent with this Agreement, shall be final and conclusive and shall be binding upon the Corporation Company and each Series and every holder of shares of its stockShares: the amount of the net income of the Corporation any Series for any period and the amount of assets at any time legally available for the payment of dividends, acquisition distributions or redemption of its stock or the payment of other distributions on its stockShares; the amount of paid-in paid‑in surplus, net assets, other surplus, annual or other cash flow, funds from operations, adjusted funds from operations, net profit, net assets in excess of capital, undivided profits or excess of profits over losses on sales of assets; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been set aside, paid or discharged); any interpretation or resolution of any ambiguity with respect to any provision of the Charter (including any of the terms, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of any shares of any class or series of stock of the Corporation) or of the Bylaws; the number of shares of stock of any class or series of the CorporationShares; the fair value, or any sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by the Corporation any Series or of any shares Shares; the number of stock Shares of any class or series of a Series of the CorporationCompany; any matter relating to the acquisition, holding and disposition of any assets by the Corporation; any interpretation of the terms and conditions of one or more agreements with any person, corporation, association, company, trust, partnership (limited or general) or other entitySeries; the compensation evaluation of directors, officers, employees or agents any competing interests among the Series and the resolution of any conflicts of interests among the CorporationSeries; or any other matter relating to the business and affairs of the Corporation Company or any Series or required or permitted by applicable law, this Agreement or the Charter or Bylaws or otherwise to be determined by the Board of Directors. The Company shall prepare a statement of any determination by the Board of Directors, respecting the fair market value of any properties, assets or securities, and shall file such statement with the Secretary of the Company.

Determinations by Board. The determination as to any of the following matters, made by or pursuant to the direction of the Board of Directors, Trustees shall be final and conclusive and shall be binding upon the Corporation Trust and every holder of shares of its stockShares: the amount of the net income of the Corporation Trust for any period and the amount of assets at any time legally available for the payment of dividends, acquisition of its stock Shares or the payment of other distributions on its stockShares; the amount of paid-in surplus, net assets, other surplus, cash flow, funds from operations, adjusted funds from operations, net profit, net assets in excess of capital, undivided profits or excess of profits over losses on sales of assets; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been set aside, paid or discharged); any interpretation or resolution of any ambiguity with respect to any provision of the Charter Declaration of Trust (including any of the terms, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of any shares of any class or series of stock of the CorporationShares) or of the Bylaws; the number of shares of stock Shares of any class or series of the CorporationTrust; the fair value, or any sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by the Corporation Trust or of any shares of stock Shares of the CorporationTrust; any matter relating to the acquisition, holding and disposition of any assets by the CorporationTrust; any interpretation of the terms and conditions of one or more agreements with any person, corporation, association, company, trust, partnership (limited or general) or other entityorganization; the compensation of directorsTrustees, officers, employees or agents of the CorporationTrust; or any other matter relating to the business and affairs of the Corporation Trust or required or permitted by applicable law, the Charter Declaration of Trust or Bylaws or otherwise to be determined by the Board of DirectorsTrustees.

Determinations by Board. The determination as to any of the following matters, made in good faith by or pursuant to the direction of the Board of Directors, Directors shall be final and conclusive and shall be binding upon the Corporation and every holder of shares of its stockShares: the amount of the net income of the Corporation for any period and the amount of assets at any time legally available for the payment of dividends, acquisition redemption of its stock or the payment of other distributions Distributions on its stock; the amount of paid-in surplus, net assets, other surplus, annual or other cash flow, funds from operations, adjusted funds from operations, net profit, net assets in excess of capital, undivided profits or excess of profits over losses on sales of assets; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been set aside, paid or discharged); any interpretation or resolution of any ambiguity with respect to any provision of the Charter (including any of the terms, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to dividends or other distributionsDistributions, qualifications or terms or conditions of redemption of any shares of any class or series of stock of the Corporation) or of the Bylaws; the number of shares of stock of any class or series of the Corporation; the fair value, or any sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by the Corporation or any Shares; the number of Shares of any shares of stock class of the Corporation; any matter relating to the acquisition, holding and disposition of any assets by the Corporation; any interpretation of the terms and conditions of one or more agreements with any person, corporation, association, company, trust, partnership (limited or general) or other entity; the compensation of directors, officers, employees or agents of the Corporation; or any other matter relating to the business and affairs of the Corporation or required or permitted by applicable law, the Charter or Bylaws Bylaws, or otherwise to be determined by the Board of Directors; provided, however, that any determination by the Board of Directors as to any of the preceding matters shall not render invalid or improper any action taken or omitted prior to such determination and no Director shall be liable for making or failing to make such a determination.

Determinations by Board. The determination as to any of the following matters, made by or pursuant to the direction of the Board of DirectorsDirectors consistent with the Charter, shall be final and conclusive and shall be binding upon the Corporation and every holder of shares of its stockShares: the amount of the net income of the Corporation for any period and the amount of assets at any time legally available for the payment of dividends, acquisition redemption of its stock Shares or the payment of other distributions Distributions on its stockShares; the amount of paid-in surplus, net assets, other surplus, annual or other cash flow, funds from operations, adjusted funds from operations, net profit, net assets in excess of capital, undivided profits or excess of profits over losses on sales of assets; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been set aside, paid or discharged); any interpretation of or resolution of any ambiguity with respect to any provision of the Charter (including any of the terms, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to dividends or other distributionsDistributions, qualifications or terms or conditions of redemption of any shares of any class or series of stock of the CorporationShares) or of the Bylaws; the number of shares of stock of any class or series of the Corporation; the fair value, or any sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by the Corporation or any Shares; the number of Shares of any shares of stock class of the Corporation; any matter relating to the acquisition, holding and disposition of any assets by the Corporation; any interpretation of the terms and conditions of one or more agreements with any person, corporation, association, company, trust, partnership (limited or general) or other entity; the compensation of directors, officers, employees or agents of the CorporationPerson; or any other matter relating to the business and affairs of the Corporation or required or permitted by applicable law, the Charter or Bylaws or otherwise to be determined by the Board of Directors; provided, however, that any determination by the Board of Directors as to any of the preceding matters shall not render invalid or improper any action taken or omitted prior to such determination and no Director shall be liable for making or failing to make such a determination.

Determinations by Board. The determination as to any of the following matters, matters made by or pursuant to the direction of the Board of Directors, Trustees shall be final and conclusive and shall be binding upon the Corporation Trust and every holder of shares of its stockShares: the amount of the net income of the Corporation Trust for any period and the amount of assets at any time legally available for the payment of dividends, acquisition redemption of its stock Shares or the payment of other distributions on its stockShares; the amount of paid-in surplus, net assets, other surplus, annual or other cash flow, funds from operations, adjusted funds from operations, net profit, net assets in excess of capital, undivided profits or excess of profits over losses on sales of assets; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been set aside, paid or discharged); any interpretation or resolution of any ambiguity with respect to any provision of the Charter Declaration of Trust (including any of the terms, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of any shares of any class or series of stock of the CorporationShares) or of the Bylaws; the number of shares of stock of any class or series of the Corporation; the fair value, or any sale, bid or asked ask price to be applied in determining the fair value, of any asset owned or held by the Corporation Trust or of any shares Shares; the number of stock Shares of any class or series of the CorporationTrust; any matter relating to the acquisition, holding and disposition of any assets by the CorporationTrust; any interpretation of the terms and conditions of one or more agreements with any person, corporation, association, company, trust, partnership (limited or general) or other entity; the compensation of directorsTrustees, officers, employees or agents of the CorporationTrust; or any other matter relating to the business and affairs of the Corporation Trust or required or permitted by applicable law, the Charter Declaration of Trust or Bylaws or otherwise to be determined by the Board of DirectorsTrustees.

Determinations by Board. The Except as may otherwise be required by law, the determination as to any of the following matters, made in good faith by or pursuant to the direction of the Board of DirectorsDirectors consistent with this Agreement, shall be final and conclusive and shall be binding upon the Corporation Company and each Series and every holder of shares of its stockShares: the amount of the net income of the Corporation any Series for any period and the amount of assets at any time legally available for the payment of dividends, acquisition distributions or redemption of its stock or the payment of other distributions on its stockShares; the amount of paid-paid in surplus, net assets, other surplus, annual or other cash flow, funds from operations, adjusted funds from operations, net profit, net assets in excess of capital, undivided profits or excess of profits over losses on sales of assets; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been set aside, paid or discharged); any interpretation or resolution of any ambiguity with respect to any provision of the Charter (including any of the terms, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of any shares of any class or series of stock of the Corporation) or of the Bylaws; the number of shares of stock of any class or series of the CorporationShares; the fair value, or any sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by the Corporation any Series or of any shares Shares; the number of stock Shares of any class or series of a Series of the CorporationCompany; any matter relating to the acquisition, holding and disposition of any assets by the Corporation; any interpretation of the terms and conditions of one or more agreements with any person, corporation, association, company, trust, partnership (limited or general) or other entitySeries; the compensation evaluation of directors, officers, employees or agents any competing interests among the Series and the resolution of any conflicts of interests among the CorporationSeries; or any other matter relating to the business and affairs of the Corporation Company or any Series or required or permitted by applicable law, this Agreement or the Charter or Bylaws or otherwise to be determined by the Board of Directors. The Company shall prepare a statement of any determination by the Board of Directors, respecting the fair market value of any properties, assets or securities, and shall file such statement with the Secretary of the Company.

Determinations by Board. The determination as to any of the following matters, made by or pursuant to the direction of the Board of Directors, shall be final and conclusive and shall be binding upon the Corporation and every holder of shares of its stock: the amount of the net income of the Corporation for any period and the amount of assets at any time legally available for the payment of dividends, acquisition of its stock or the payment of other distributions on its stock; the amount of paid-in surplus, net assets, other surplus, cash flow, funds from operations, adjusted funds from operations, core earnings, net profit, net assets in excess of capital, undivided profits or excess of profits over losses on sales of assets; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been set aside, paid or discharged); any interpretation or resolution of any ambiguity with respect to any provision of the Charter (including any of the terms, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of any shares of any class or series of stock of the Corporation) or of the Bylaws; the number of shares of stock of any class or series of the Corporation; the fair value, or any sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by the Corporation or of any shares of stock of the Corporation; any matter relating to the acquisition, holding and disposition of any assets by the Corporation; any interpretation of the terms and conditions of one or more agreements with any person, corporation, association, company, trust, partnership (limited or general) or other entity; the compensation of directors, officers, employees or agents of the Corporation; or any other matter relating to the business and affairs of the Corporation or required or permitted by applicable law, the Charter or Bylaws or otherwise to be determined by the Board of Directors.