Material Misconduct definition

Material Misconduct means, with respect to any Person, a finding by any court or governmental body of competent jurisdiction (after all appeals and the expiration of time to appeal) or appointed arbitration panel that such Person has engaged in (i) gross negligence, (ii) willful and material breach of the Agreement that has not been cured within thirty (30) days’ notice from a Member to the Managing Member, or if applicable and if earlier, within thirty (30) days after deliver of any written notice by the Managing Member to the Members in which a material breach of this Agreement has been identified to the Members (it being understood that such notification shall be delivered promptly by the Managing Member and that such breach shall be deemed cured by reason of a Person ceasing to be employed by the Manager or Managing Member, as the case may be, and ceasing to be involved in the business of the Partnership and the actual losses suffered by the Partnership solely as a result of the events described in this clause (ii) shall have been restored (excluding consequential or incidental losses and lost profits)), (iii) fraud, willful and material breach of fiduciary duty to the Partnership or any Partner in its capacity as such,
Sample 1
Material Misconduct means the commission of any act of fraud, embezzlement or dishonesty by the Participant, any unauthorized use or disclosure by such Participant of confidential information or trade secrets of the Corporation (or any Parent or Subsidiary), or any other intentional misconduct by such Participant that adversely affects the business or affairs of the Corporation (or any Parent or Subsidiary) in a material manner. The foregoing definition shall not in any way preclude or restrict the right of the Corporation (or any Parent or Subsidiary) to discharge or dismiss any Participant or any other person in the Service of the Corporation (or any Parent or Subsidiary) for any other acts or omissions, but such other acts or omissions shall not be deemed, for purposes of the Plan, to constitute grounds for termination for Material Misconduct.
Sample 1
Material Misconduct means, with respect to an Indemnified Person, gross negligence, willful and material breach of this Agreement, fraud, or the commission of a felony (except in the case of a felony where the Indemnified Person reasonably believed that no such felony would occur in consequence of such Indemnified Person's action or inaction, as the case may be). For purposes of the preceding sentence: (i) an Indemnified Person shall be deemed to have acted in good faith and without negligence with regard to any action or inaction that is taken in accordance with the advice or opinion of any attorney, accountant or other expert advisor so long as such advisor was selected with reasonable care and the Indemnified Person made a good faith effort to inform such advisor of all the facts pertinent to such advice or opinion; and (ii) an Indemnified Person's reliance upon the truth and accuracy of any written statement, representation or warranty of a Member or Manager shall be deemed to have been reasonable and in good faith absent such Indemnified Person's actual knowledge that such statement, representation or warranty was not, in fact, true and accurate.
Sample 1

Examples of Material Misconduct in a sentence

  • The Trustee’s liability is, subject to the law, limited to its ability to be indemnified out of the assets of the Fund except to the extent that such indemnity is reduced by any Material Misconduct.

  • The termination of a Proceeding by settlement, will not, of itself, create a presumption that such Indemnified Party's acts, omissions or alleged acts or omissions were directly attributable to Material Misconduct of such Indemnified Party.

  • However, Malus and Clawback apply only to the STI and LTI tranches for years in which the Material Misconduct occurs.

  • Regarding the LTI, the Supervisory Board may withhold (in part or in full), reduce to zero or reclaim (in part or in full) the LTI in the event of Material Misconduct by the Management Board member (“LTI Compliance Clawback”; together with the STI Performance Clawback, the “Clawback”).

  • Without limitation on the preceding sentence, except to the extent that such action constitutes Material Misconduct, an Indemnified Party shall not be liable to the Company or to any Member in consequence of voting for, approving, or otherwise participating in the repurchasing the Member Interests of a Member or making of a distribution by the Company (including Development Period Carried Interest or distributions in respect of Performance Allocations).

  • The retention times of the anions also seem to differ when large amounts of acetate are present.

  • Except to the extent that Material Misconduct on the part of an Indemnified Party shall have given rise to the matter at issue, such Indemnified Party shall not be liable to the Company or the Members for any act or omission concerning the Company.

  • The highest score was 15 while the lowest was 11 out of 20 marks.This question required candidates to:(a) Define provision, contingent liability and contingent asset according to IPSAS 19 Provisions, Contingent liabilities and Contingent Assets.(b) Discuss the accounting treatments of the four (4) matters given in the Scenario.

  • The PB is the hub of programme activity and monitoring, and under the leadership of the Programme Leader is responsible for the APA (Section 5; Appendix 5(b).

  • Except to the extent that Material Misconduct on the part of an Indemnified Person shall have given rise to the matter at issue, such Indemnified Person shall not be liable to the Company or the Members for any act or omission concerning the Company.


More Definitions of Material Misconduct

Material Misconduct means any act or omission which materially and adversely affects the best interests of the Company or its affiliated companies. Without limiting the generality of the foregoing, Employee shall be deemed to have committed Material Misconduct if he (i) commits or has committed any act of theft, fraud or embezzlement; (ii) commits any act of gross insubordination; (iii) habitually neglects his duties; (iv) commits any act which materially damages the reputation of the Employee, the Company or its affiliated companies; or (v) willfully breaches any of the terms or conditions of this Employment Agreement. The determination of whether the Participant is guilty of Material Misconduct shall be made by the Board of Directors of the Company in the sole absolute discretion of the Company's Directors.
Sample 1
Material Misconduct means gross negligence, material breach of contracts or agreements, fraud, material breach of a fiduciary duty to the Partnership or any Partner, serious moral errors or violation of applicable laws and regulations then in effect (which shall not include general negligence, provision of information to a Limited Partner, or any act or omission determined as in good-faith based on this Agreement), (ii) “Exempted Person” means the General Partner or any of its Affiliates, members (and relevant personnel) of the Investment Decision-making Committee or the Investment Advisory Committee of the Partnership. As reasonably determined by the General Partner, “Exempted Person” may also include the Partnership and its employees and representatives that do not have any Material Misconduct.
Sample 1
Material Misconduct means the commission (by action or inaction) of ------------------- a criminal act or Gross Misconduct as that term is defined from time to time in the Levi Strauss & Co. Guidelines to Personnel Policy, all as determined by the committee.
Sample 1
Material Misconduct means the provision by EEC of false information, information that contains a material error, information that, in the circumstances, a reasonable person would consider misleading, or the failure to disclose material information;
Sample 1

Related to Material Misconduct

  • Sexual misconduct means any verbal, nonverbal, written, or electronic communication, or any other act directed toward or with a student that is designed to establish a sexual relationship with the student, including a sexual invitation, dating or soliciting a date, engaging in sexual dialogue, making sexually suggestive comments, self-disclosure or physical exposure of a sexual or erotic nature, and any other sexual, indecent, or erotic contact with a student.

  • Willful Misconduct means intentional disregard of good and prudent standards of performance or proper conduct under the Contract with knowledge that it is likely to result in any injury to any person or persons or loss or damage of property.

  • Professional Misconduct means conduct inconsistent with the Act, this By-law, the Rules of Professional Conduct or the Standards and Guidelines of Practice that poses or may pose a risk of harm or loss to any person;

  • Official misconduct means a notary's performance of any act prohibited or failure to perform any act mandated by this chapter or by any other law in connection with a notarial act.

  • Academic Misconduct means an act described in s. UWS 14.03.

  • Serious Misconduct means any misconduct identified as a ground for termination in the Motorola Code of Business Conduct, or the human resources policies, or other written policies or procedures.

  • Misconduct means the commission of any act of fraud, embezzlement or dishonesty by the Optionee or Participant, any unauthorized use or disclosure by such person of confidential information or trade secrets of the Corporation (or any Parent or Subsidiary), or any other intentional misconduct by such person adversely affecting the business or affairs of the Corporation (or any Parent or Subsidiary) in a material manner. The foregoing definition shall not in any way preclude or restrict the right of the Corporation (or any Parent or Subsidiary) to discharge or dismiss any Optionee, Participant or other person in the Service of the Corporation (or any Parent or Subsidiary) for any other acts or omissions, but such other acts or omissions shall not be deemed, for purposes of the Plan, to constitute grounds for termination for Misconduct.

  • Wilful Misconduct means intentional disregard of good and prudent standards of performance or proper conduct under the Contract with knowledge that it is likely to result in any injury to any person or persons or loss or damage of property.

  • Research misconduct means fabrication, falsification, or plagiarism in proposing, performing, or reviewing research, or in reporting research results. Research misconduct does not include honest error or differences of opinion. As used in this definition, (i) “fabrication” means making up data or results and recording or reporting them; (ii) “falsification” means manipulating research materials, equipment, or processes, or changing or omitting data or results such that the research is not accurately represented in the research record; and (iii) “plagiarism” means the appropriation of another person’s ideas, processes, results, or words without giving appropriate credit.

  • Gross Misconduct means any act or omission of the Contractor in violation of the most elementary rules of diligence which a conscientious Contractor in the same position and under the same circumstance would have followed.

  • Willful means any act or omission by the Executive that was in good faith and with a reasonable belief that the action or omission was in the best interests of the Company or its affiliates. Any act or omission based upon authority given pursuant to a duly adopted Board resolution, or, upon the instructions of any senior officer of the Company, or based upon the advice of counsel for the Company will be conclusively presumed to be taken or omitted by the Executive in good faith and in the best interests of the Company and/or its affiliates.

  • Intentional for purposes of this Agreement, no act or failure to act on the part of the Executive shall be deemed to have been intentional if it was due primarily to an error in judgment or negligence. An act or failure to act on the Executive’s part shall be considered intentional if it is not in good faith and if it is without a reasonable belief that the action or failure to act is in the best interests of the Bank.

  • Gross Negligence means any act or failure to act (whether sole, joint or concurrent) by a person or entity which was intended to cause, or which was in reckless disregard of or wanton indifference to, avoidable and harmful consequences such person or entity knew, or should have known, would result from such act or failure to act. Notwithstanding the foregoing, Gross negligence shall not include any action taken in good faith for the safeguard of life or property.

  • Malfeasance means with respect to any Entity or person, any act or omission which constitutes fraud, bad faith, willful misconduct or gross negligence, whether in respect of the Council or otherwise.

  • Willful and Material Breach means a material breach that is a consequence of an act undertaken by the breaching party or the failure by the breaching party to take an act it is required to take under this Agreement, with knowledge that the taking of or failure to take such act would, or would reasonably be expected to, result in, constitute or cause a breach of this Agreement.

  • Fraud means any offence under Laws creating offences in respect of fraudulent acts or at common law in respect of fraudulent acts in relation to the Contract or defrauding or attempting to defraud or conspiring to defraud the Crown.

  • Negligence means the failure to exercise "Reasonable Care".

  • Material Breach means a breach by either Party of any of its obligations under this Agreement which has or is likely to have a Material Adverse Effect on the Project and which such Party shall have failed to cure.

  • Reckless means a situation in which the defendant was aware of the risk created by his conduct and the risk was of such a nature and degree that to disregard that risk constituted a gross deviation from the standard of care that a reasonable person would exercise in such a situation. "Reckless" includes all, or nearly all, convictions for involuntary manslaughter under 18 U.S.C. § 1112. A homicide resulting from driving a means of transportation, or similarly dangerous actions, while under the influence of alcohol or drugs ordinarily should be treated as reckless.

  • Serious means violations that either result in one or more neg- ative outcomes and significant actual harm to residents that does not constitute imminent danger, or there is a reasonable predictability of recurring actions, practices, situations, or incidents with potential for causing significant harm to a resident, or both.

  • Material Damage and “Materially damaged” means damage (w) resulting in the Property not complying with all legal requirements applicable to the Property, (x) reasonably exceeding $300,000 or (y) that entitles any tenant of the Property to terminate its Lease, or (z) which, in Buyer’s or Seller’s reasonable estimation, will take longer than 120 days to repair.

  • Intentional Wrongdoing means an act or omission taken or omitted by a Party with knowledge or intent that injury or damage could reasonably be expected to result.

  • Reckless Conduct means conduct where the supplier of the recreational services is aware, or should reasonably have been aware, of a significant risk that the conduct could result in personal injury to another person and engages in the conduct despite the risk and without adequate justification;

  • Material Duties means the duties generally required by employers in the national economy of those engaged in a particular occupation that cannot be reasonably modified or omitted. In no event will working an average of more than 40 hours per week be considered a Material Duty.

  • Severe neglect means neglect that causes or threatens to cause serious harm to a

  • Homelessness or "homeless" means a condition where an