Common use of Determinations by the Board Clause in Contracts

Determinations by the Board. All matters concerning the computation of Capital Accounts, the allocation of net profit (and items thereof) and net loss (and items thereof), the allocation of items of Company income, gain, loss, deduction and expense for tax purposes, shall be determined by the Board in its sole discretion. Such determination shall be final and conclusive as to all the Members. Notwithstanding anything express or implied to the contrary in this Agreement, in the event the Board shall determine, in its sole discretion, that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto, are computed in order to effectuate the intended economic sharing arrangement of the Members as reflected in this Article 4, the Board may make such modification without the approval of Members. The Board is authorized to adopt any convention or combination of conventions likely to be upheld for federal income tax purposes regarding the allocation and/or special allocation of items of Company income, gain, loss, deduction and expense with respect to newly issued Units, transferred Units and withdrawn Units. Upon admission as a substituted Member, a transferee of Units shall succeed to the Capital Account of the transferor Member to the extent it relates to the transferred Units.