Bad Conduct definition

Bad Conduct shall have the meaning set forth in Section 11.1 hereof;

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Bad Conduct means acts or omissions constituting gross negligence, willful or wanton misconduct, fraud, intentional misrepresentation, criminal conduct, bad faith or a knowing violation of law.

Bad Conduct means, with respect to a particular Member, an act or acts constituting: (a) with respect to the Company and/or its business and affairs: (i) an intentional breach of fiduciary duty or an act of self-dealing which has a material adverse effect on the Company or any other Member; or (ii) willful or wanton misconduct which has a material adverse effect on the Company or any other Member; and (b) whether or not with respect to the Company and/or its business and affairs: (i) the commission of a felony (for these purposes, either the indictment for, a plea of “no contest,” or a conviction of a felony shall be considered the commission of a felony); (ii) fraud; or (iii) any indictment and/or conviction for a drug-related crime (other than a crime involving only the consumption of alcohol).

Examples of Bad Conduct in a sentence

• Notwithstanding the foregoing, no Covered Person shall be entitled to be indemnified by the Company to the extent any such Damages are covered by insurance maintained by or for the benefit of such Covered Person or to the extent such Damages are incurred by such Covered Person by reason of such Covered Person's Bad Conduct or breach of this Agreement or any Affiliate Agreement.

• The Bad Conduct Notice shall set forth a reasonably detailed explanation of the basis for Non-Administrative Member’s allegation of Bad Conduct.

• Pursuant to this Section 3, Indemnitee shall be indemnified against Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding if Indemnitee did not engage in Bad Conduct in connection the matter(s) giving rise to such Proceeding.

• Notwithstanding the foregoing, LIMCO is not obligated to defend or indemnify Company to the extent the Claim arises out of the negligence or Bad Conduct of any Company Parties.

• If the arbitrator determines that Bad Conduct of Administrative Member has occurred, (a) either Administrative Member or Non-Administrative Member may initiate the Buy-Sell Election set forth in Section 12.6 by notice given to the other Member, and (b) regardless of whether any Buy-Sell Election is timely made, Non- Administrative Member delivering the Bad Conduct Notice shall automatically and immediately be deemed to have been appointed as Administrative Member hereunder.

• Pursuant to this Section 3, Indemnitee shall be indemnified against Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding if Indemnitee did not engage in Bad Conduct in connection the matter(s) giving rise to such Proceeding, provided that Indemnitee has determined, in good faith, that the course of conduct giving rise to such Expenses was in the best interests of the Company.

• Within ten (10) days after Non-Administrative Member gives the Bad Conduct Notice, either Member shall give the other Member a notice (i) that it desires to initiate the Buy-Sell Election described in Section 12.6 or (ii) that it desires to submit the question of whether or not Administrative Member engaged in Bad Conduct to arbitration.

• No action or inaction of Administrative Member under this Agreement shall be deemed to constitute an admission of Bad Conduct for any purpose, unless Administrative Member in writing expressly admits to such Bad Conduct.

• Notwithstanding anything to the contrary contained herein, in the event TNHC GP is removed as the “general partner” of the Owner under the Company Agreement due to Material Bad Conduct, any unpaid fees accrued prior to the date on which the Material Bad Conduct occurred shall be forfeited.

• An arbitrator’s determination of Bad Conduct shall not be binding on Administrative Member in any way, other than to give Non-Administrative Member the right to initiate the Buy-Sell Election described in Section 12.6 or to replace Administrative Member, but shall not be a determination of Bad Conduct, or an admission of Bad Conduct, for the purpose of any suit for damages, criminal prosecution, any other arbitration, litigation or dispute resolution proceeding or for any other purpose.

More Definitions of Bad Conduct

Bad Conduct means (a) acts or omissions of (i) the Key Persons, (ii) the American Member, (iii) AH LLC or (iv) any Affiliate that is a party to a contract with the Company or any Subsidiary (including, the Property Manager) constituting Gross Negligence, willful or wanton misconduct (including, without limitation, the intentional misappropriation or intentional misapplication of funds), fraud, intentional misrepresentation, intentional breach, criminal conduct, bad faith or a knowing violation of law, in each case relating to the Company, the Properties or any Subsidiary or arising out of the performance of the applicable Person’s duties under this Agreement, (b) failure of the American Member (in its capacity as Member or Manager) to comply with any requirements contained in Article 10 and in the second sentence of Section 7.15, (c) a felony conviction of a Key Person, the American Member, the Company, a Subsidiary or the Property Manager involving (A) moral turpitude, (B) fraud, theft, intentional misappropriation, conversion or unlawful taking of property, or (C) a violation of securities laws involving fraud or intentional misconduct related to the activities of the Company, the Subsidiaries or the Properties or that has resulted or would reasonably be expected to result in a material adverse effect on the Company, the Subsidiaries or any Property; provided, however, that if (i) an Entity has committed Bad Conduct which is attributable to the act of an employee (other than a Key Person), and (ii) the Entity had used Due Care in implementing and maintaining processes to manage, oversee, monitor and train its employees, then such action shall not constitute Bad Conduct by such Entity so long as the American Member pays, to the extent damages may be monetized, such monetary damages (or a good faith estimate of such damages approved by the Executive Committee, acting reasonably) within five (5) Business Days after discovering such Bad Conduct.

Bad Conduct means (i) with respect to a Person, acts or omissions by such Person constituting gross negligence, willful or wanton misconduct, embezzlement, theft, conversion, fraud, misappropriation of funds or property by any Person in connection with the ALCCF or the Company; (ii) a knowing violation of law; (iii) an intentional misrepresentation set forth in this Agreement or otherwise delivered in writing that has a material adverse effect on the Company or the ALCCF; (iv) an indictment for a felony, in each case in connection with the ALCCF or the Company; (v) a material breach of this Agreement by a Member, which is not cured within fifteen (15) Business Days from the effective date of written notice received by such Member from the other Member; provided, however, that if such default is non-monetary in nature and cannot be cured within fifteen (15) Business Days, then such additional period as shall be reasonable, provided that such Member has commenced to cure such default within such fifteen (15) Business Day period, has proceeded to prosecute such cure with due diligence and such cure is completed within ninety (90) days after such Member’s receipt of the notice of default; provided, further, that if such breach requires the approval of a governmental or public authority and such Member continues to diligently prosecute such cure, such cure period shall be extended for up to one (1) additional fifteen (15) Business Day period or as otherwise agreed to by the Parties; (vi) a material breach of an Affiliate Agreement or an Ancillary Agreement by a Member or any of its respective Affiliates, which is not timely cured within the applicable cure period, if any, set forth in such Affiliate Agreement; provided that a material breach of an Affiliate Agreement or an Ancillary Agreement by a Member or any of its respective Affiliates (the “Secondary Breaching Party”) that is caused by the other Member or any of its respective Affiliates breach of an Affiliate Agreement or an Ancillary Agreement (the “Primary Breaching Party”) shall not be deemed to be a material breach defining “Bad Conduct” event by the Secondary Breaching Party (e.g., if Agromin is unable to perform its services under the Management Agreement because LIMONEIRA is in breach of the (x) LIMONEIRA LOC (e.g., LIMONEIRA does not fund the loan) or (y) the ALCCF Lease Agreement (e.g., LIMONERIA does not provide water), then Agromin would be deemed the Secondary Breaching Party and LIMONEIRA would be deemed...

Bad Conduct means, with respect to a Person, acts constituting gross negligence, willful or wanton misconduct or fraud arising out of the performance of such Person’s obligations or duties under this Agreement. “Bankruptcy Event” means with, respect to a Person, the commencement or occurrence of any of the following with respect to such Person: (A) a case under Title 11 of the U.S. Code, as now constituted or hereafter amended, or under another applicable state bankruptcy law; (B) the appointment of a trustee or receiver of all or substantially all of such Person’s property interests; or (C) an attachment of all or substantial all of such Person’s property interests; except that such event shall not be a Bankruptcy Event if the same is (i) involuntary and not consented to in writing, (ii) contested within 60 days after such Person or its Affiliate has received written notice thereof, and (iii) dismissed or set aside, as the case may be, within 150 days of the commencement thereof. “Board” means the Company’s board consisting of four Board Representatives, two of whom shall be appointed by Investor and two of whom shall be appointed by Builder. “Board Representative” means a natural person appointed by Investor or Builder to serve as a representative on the Board. Each appointee may be removed and replaced in the sole discretion of the Member that appointed him or her. “Budgeted Costs” means those Project Costs set forth in an Approved Budget.

Bad Conduct means, with respect to a particular Member, an act or acts by such Member or its Affiliates constituting: (a) with respect to the Company and/or its business and affairs: (i) an ​ ​ ​ ​ ​ ​ -4- Operating Agreement of ​ ​ US Americas Refining JV, LLC ​ ​ act of self-dealing; (ii) gross negligence or willful misconduct; (iii) an act of bad faith that has an adverse effect on the Company or any other Member; or (iv) a Material Breach and (b) whether or not with respect to the Company and/or its business and affairs: (i) the commission of a felony (for these purposes, either the indictment for, a plea of “no contest,” or a conviction of a felony shall be considered the commission of a felony) or (ii) fraud.

Bad Conduct means, with respect to a particular Partner, an act or acts constituting: (a) with respect to the Partnership and/or its business and affairs: (i) an act of self-dealing which has, or would reasonably be expected to have, an adverse effect on the Partnership or any other Partner or an intentional or knowing breach of a duty to the Partnership or any other Partner; or (ii) gross negligence which has, or would reasonably be expected to have, more than a de minimis adverse effect on the Partnership or any other Partner (provided that an act or omission constituting gross negligence shall not be considered Bad Conduct unless it is not cured within 30 days after written notice to the applicable Partner), or (iii) willful misconduct; or (b) whether or not with respect to the Partnership and/or its business and affairs, if the Partner or, with respect to GP or TNHC, any Senior TNHC Principal commits fraud (for these purposes, either the indictment for, a plea of “no contest” or similar import or being convicted of fraud shall be considered commission of fraud).

Bad Conduct means, with respect to a Person, acts or omissions of the Person constituting gross negligence, fraud, criminal conduct constituting a felony for which the Person is charged by competent governmental authority or convicted by a court of competent jurisdiction (but only if such felony has a material adverse effect on the financial condition of the Company or any Company Subsidiary or on the value of the Property), a material breach of this Agreement (if the breach continues for more than ten (10) Business Days after a Member gives the Person a written notice specifying the breach), or a material violation of law. Notwithstanding the foregoing to the contrary, if any alleged material breach of this Agreement is attributable to the action or inaction of the Property Manager (including, without limitation, in respect of preparation and delivery of the Annual Business Plan, Annual Budget, and other reporting and financial statements) and the Property Manager is not an Affiliate of the Administrative Member, such action or inaction shall not be imputed to the Administrative Member provided that the Administrative Member is using commercially reasonable efforts to cause the Property Manger to take such action or forgo taking such action, including, subject to the Major Decisions hereunder, terminating the Property Manager in accordance with the terms of the applicable property management agreement.