Common use of Determinations by the Manager Clause in Contracts

Determinations by the Manager. In furtherance of the authority granted to the Manager pursuant to Sections 5.3(a) and (b) above, the determination as to matters made in good faith by or pursuant to the direction of the Manager consistent with this Agreement, shall be final and conclusive and shall be binding upon the Company and each Series and every holder of Membership Interests, which matter include but are not limited to: i. the amount of excess distributable cash of any Series for any period and the amount of assets at any time legally available for the payment of distributions on Membership Interests of any Series; ii. the fair value, or any sale, bid, or price to be applied in determining the fair value, of any asset owned or held by any Series or of any Membership Interests; iii. any matter relating to the acquisition, holding, and disposition of any assets by any Series; iv. the adoption, amendment, and repeal of the Allocation Policy; v. the evaluation of any competing interests among the Series and the resolution of any conflicts of interests among the Series; vi. any other matter relating to the business and affairs of the Company or any Series or required or permitted by applicable law, this Agreement or otherwise to be determined by the Manager; and vii. the determination of the Net Asset Value of Membership Interests, which shall be made in accordance with the Memorandum and relevant Series Offering Statement.

Determinations by the Manager. In furtherance of the authority granted to the Manager pursuant to Sections 5.3(a) and (b) above, the determination as to matters made in good faith by or pursuant to the direction of the Manager consistent with this Agreement, shall be final and conclusive and shall be binding upon the Company and each Series and every holder of Membership Interests, which matter include but are not limited to: i. the amount of excess distributable cash of any Series for any period and the amount of assets at any time legally available for the payment of distributions on Membership Interests of any Series; ii. the fair value, or any sale, bid, or price to be applied in determining the fair value, of any asset owned or held by any Series or of any Membership Interests; iii. any matter relating to the acquisition, holding, and disposition of any assets by any Series; iv. the adoption, amendment, and repeal of the Allocation Policy; v. the evaluation of any competing interests among the Series and the resolution of any conflicts of interests among the Series; vi. any other matter relating to the business and affairs of the Company or any Series or required or permitted by applicable law, this Agreement or otherwise to be determined by the Manager; and vii. the determination of the Net Asset Value of Membership Interests, which shall be made in accordance with the Memorandum and relevant Series Offering StatementSupplement.