Just Cause Event definition

Just Cause Event means:
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Just Cause Event is defined in Section 2.10(c).
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Just Cause Event means: (i) JV Member or any principal, officer, executive or employee of JV Member or Savanna Investment Management LLC, has committed fraud related to the 12 Company or the Project, or has embezzled Company funds or funds related to the Project, provided that, in the case of embezzlement or fraud, if within ten (10) Business Days after such embezzlement or fraud is discovered, (a) such funds are replaced, and, (b) if such embezzlement or fraud is committed by an individual other than Xxxxxxxxxxx Xxxxxxx or Xxxxxxxx Xxxxxxxxx, such individual is terminated, then such occurrence shall not be a Just Cause Event. (ii) JV Member or any principal, officer, executive or employee of JV Member or Savanna Investment Management LLC has committed an act of gross negligence or willful misconduct (other than an act or conduct described in clause (i) above) in connection with the performance by JV Member of its obligations under this Agreement that has had a material adverse effect on the Company and its Subsidiaries taken as a whole. (iii) JV Member has breached its material obligations as Managing Member under this Agreement and such breach was not timely cured within thirty (30) days of JV Member’s receipt of written notice from Co-Managing Member; provided, however, that in no event shall JV Member be determined to have materially breached its obligations as Managing Member under this Agreement if Co-Managing Member shall have consented in writing to such action or inaction. (iv) The filing a petition for relief under the United States Bankruptcy Code, as amended, by JV Member, making an assignment for the benefit of creditors, applying for the appointment of a custodian, receiver or trustee for JV Member or any of its respective assets, consenting to any other bankruptcy or similar proceeding, or consenting to the filing of such proceeding; provided, however, that in no event shall JV Member be determined to have violated this provision if Co-Managing Member shall have consented in writing to such filing. (v) The failure of JV Member to fund any capital contributions as and when required pursuant to Section 3.01(a) and such failure is not cured within ten (10) days of written notice from Co-Managing Member; provided that no cure period shall be required for JV Member’s failure to fund its required capital contribution on or before the Property Closing. (vi) An event of default occurs under the Loan (other than an act or conduct described in clause (vii) below), aft...
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Examples of Just Cause Event in a sentence

  • If a Member is removed as the Managing Member as a result of the Just Cause Event, then the Percentage Interests of the Members shall not be adjusted and the removed Managing Member shall retain all of its rights, duties and obligations of a Member under this Agreement (other than any rights, duties and/or obligations as the Managing Member).

  • The Removal Notice shall specify in reasonable detail the Just Cause Event giving rise to the removal.

  • As of June 2007 when the increase announced in Budget 2007 took effect.

  • The Managing Member (or any successor managing member) may be removed solely as a result of the occurrence of a Just Cause Event, by written notice (“Removal Notice”) from the other Member to the Managing Member within thirty (30) days following the date the other Member first becomes aware of such Just Cause Event.

  • Nonetheless, a grasp of the basic bond model is a good first step towards better understanding the CMBS process and its many participants.

  • Managing Member may be removed as Managing Member (but not as a Member) solely as a result of the occurrence of a Just Cause Event at any time upon thirty (30) days prior written notice (“Removal Notice”) from KBS to JV Member.


More Definitions of Just Cause Event

Just Cause Event is defined in Section 2.16(c). 14.70 Lender(s) The terms "Lender" and "Lenders" are defined in Section 3.04. 14.71 Liquidation The term "Liquidation" means, (i) with respect to the Company, the date upon which the Company ceases to be a going concern (even though it may continue in existence for the purpose of winding up its affairs, paying its debts and distributing any remaining balance to its Members), and (ii) with respect to a Member wherein the Company is not in Liquidation, means the liquidation of a Member's interest in the Company under Treasury Regulation Section 1.761-1(d). 14.72 Loans The term "Loans" is defined in Section 3.04. 14.73 Lockout Date The term "Lockout Date" is defined in Section 8.01. 14.74 Losses The term "Losses" is defined in Section 3.05. 14.75 Xxxx The term "Xxxx" is defined in Section 2.01(b). 14.76 Majestic The term "Majestic" is defined in the Preamble. 14.77 Majestic Group The term "Majestic Group" is defined in the Section 6.02(e).
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Just Cause Event is defined in Section 2.16(c). 1101801.21/OC 54430-10898/2568195.16 73 FINAL VERSION 14.69 Lender(s)
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Just Cause Event is defined in Section 2.17(c). 14.70 Lender(s) The terms "Lender" and "Lenders" are defined in Section 3.04. 14.71 Liquidation The term "Liquidation" means, (i) with respect to the Company, the date upon which the Company ceases to be a going concern (even though it may continue in existence for the purpose of winding up its affairs, paying its debts and distributing any remaining balance to its
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Related to Just Cause Event

  • Just Cause means:

  • Cause Event means (1) fraud, criminal conduct or willful misconduct by or on the part of the Dealer Manager, (2) a representation or warranty made by the Dealer Manager herein proving to be untrue in any material respect, or (3) a default in the due performance or observance by the Dealer Manager of any covenant or agreement contained in this Agreement and such default continuing unremedied for a period of 30 days after written notice thereof to the Dealer Manager by the Company.

  • Constructive Termination means:

  • Without Cause Termination or “Terminated Without Cause” means termination of the Executive’s employment by the Company other than due to death, disability, or Termination for Cause.

  • Constructive Termination Without Cause means the termination of the Executive’s employment at his initiative after, without the Executive’s prior written consent, one or more of the following events:

  • Voluntary Termination for Good Reason means that the Executive voluntarily terminates his employment after any of the following are undertaken without Executive’s express written consent:

  • Termination for Good Reason means a Termination of Employment by Executive for a Good Reason.

  • Termination for Just Cause means termination because of Executive’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of this Agreement.

  • Good Reason Termination means a termination of employment or service initiated by the Participant upon or after a Change of Control upon one or more of the following events:

  • Good Reason means:

  • Involuntary Termination Without Cause means Executive’s dismissal or discharge by the Company other than for Cause. The termination of Executive’s employment as a result of Executive’s death or disability will not be deemed to be an Involuntary Termination Without Cause.

  • Good Reason Event means (1) fraud, criminal conduct or willful misconduct by or on the part of the Company, (2) a representation or warranty made by the Company herein proving to be untrue in any material respect, or (3) a default in the due performance or observance by the Company of any covenant or agreement contained in this Agreement and such default continuing unremedied for a period of 30 days after written notice thereof to the Company by the Dealer Manager.

  • Effective Termination Date has the meaning set forth in Section 10(b) hereof.

  • Termination for Cause or "Cause" shall mean termination because of the Executive's personal dishonesty, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, conviction of a felony with respect to the Bank or the Company or any material breach of this Agreement. For purposes of this Section, no act, or the failure to act, on the Executive's part shall be "willful" unless done, or omitted to be done, in bad faith and without reasonable belief that the action or omission was in the best interest of the Company or its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, the Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. The Executive shall not have the right to receive compensation or other benefits for any period after Termination for Cause.

  • Notice of Termination for Good Reason shall have the meaning set forth in Section 1(t).

  • Company Termination Event means any of the following:

  • Involuntary Termination of Employment means the Termination of Service by the Company or Subsidiary other than a termination for Cause, or termination of employment by a Participant Employee for Good Reason.

  • Involuntary Termination means a termination of your employment with the Company pursuant to either (i) a termination initiated by the Company without Cause, or (ii) your resignation for Good Reason, and provided in either case such termination constitutes a Separation from Service. An Involuntary Termination does not include any other termination of your employment, including a termination due to your death or disability.

  • Voluntary Termination means the termination by Executive of Executive's employment following a Change in Control which is not the result of any of clauses (i) through (v) set forth in the definition of Involuntary Termination above.

  • Potential Termination Event means an event which, with the giving of notice and/or the lapse of time, would constitute a Termination Event.

  • Disability Termination means the termination of a Participant’s employment under the disability provisions of the Participant’s Employment Agreement or, if the Participant is not a party to an Employment Agreement, then as a result of a “Disability” as defined in the Plan.

  • Termination Without Cause means the termination of the Employee’s employment by the Employer for any reason other than (i) Termination With Cause, or (ii) a termination by the Employer due to the Employee’s death or disability.

  • Employment Termination means the effective date of: (i) Executive’s voluntary termination of employment with the Company with Good Reason, or (ii) the termination of Executive’s employment by the Company without Good Cause.

  • Termination of Employment means that the Executive ceases to be employed by the Company for any reason, voluntary or involuntary, other than by reason of a leave of absence approved by the Company.