General Partner Determinations Clause Samples
The "General Partner Determinations" clause grants the general partner the authority to make decisions or interpretations regarding the operation and management of a partnership. In practice, this means the general partner can resolve ambiguities in the partnership agreement, determine how certain provisions are applied, or make judgments on matters not explicitly covered by the agreement. This clause ensures efficient management by centralizing decision-making power, thereby reducing disputes and providing clarity in situations where the agreement may be silent or unclear.
General Partner Determinations. All determinations, valuations and other matters of judgment required to be made for purposes of this Article V, including with respect to allocations to Capital Accounts and accounting procedures and tax matters not expressly provided for by the terms of this Agreement, or for determining the value of any type or form of proceeds, contribution or distributions hereunder shall be made by the General Partner in good faith. In the event that an additional Partner is admitted to the Partnership and contributes property to the Partnership, or an existing Partner contributes additional property to the Partnership, pursuant to this Agreement, the value of such contributed property shall be the fair market value of such property as reasonably determined by the General Partner.
General Partner Determinations. The General Partner shall in good faith make all determinations necessary or appropriate to determine whether the Units have vested with respect to both the time and performance vesting requirements set forth above. All computations that are to be made under this Agreement in determining whether a performance goal has be achieved shall be calculated taking into account the vesting and payment of any entitlements under outstanding incentive equity awards of the Partnership (including any amounts granted hereunder), such that, if the foregoing performance goals are achieved, but, after the vesting and payment of any entitlements under outstanding incentive equity awards of the Partnership resulting from such achievement, such performance goals would no longer be achieved, or would be achieved to a lesser extent, then such vesting shall not take effect or shall be reduced accordingly. The General Partner’s determinations shall be final, binding and conclusive upon all Persons, absent bad faith.