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.
Cause Event means (A) fraud, criminal conduct or willful misconduct by or on the part of the Dealer Manager, (B) a representation or warranty made by the Dealer Manager herein shall prove to be untrue in any material respect, or (C) a default in the due performance or observance by the Dealer Manager of any covenant or agreement contained in this Agreement and such default shall continue unremedied for a period of 30 days after written notice thereof to the Dealer Manager by the Company.
Cause Event means (i) a final judgment by any court or governmental body of competent jurisdiction not stayed or vacated within thirty (30) days that the Manager, its agents or its assignees has committed a felony or a material violation of applicable securities laws that has a material adverse effect on the business of the Company or the ability of the Manager to perform its duties under the terms of this Agreement, (ii) an order for relief in an involuntary bankruptcy case relating to the Manager or the Manager authorizing or filing a voluntary bankruptcy petition, (iii) the dissolution of the Manager, or (iv) a determination that the Manager has (a) committed actual fraud against the Company, (b) misappropriated or embezzled funds of the Company, or (c) acted, or failed to act, in a manner constituting bad faith, willful misconduct, gross negligence or reckless disregard in the performance of its duties under this Agreement; provided, however, that if any of the actions or omissions described in this clause (iv) are caused by an employee and/or officer of the Manager or one of its Affiliates and the Manager takes all necessary action against such Person and cures the damage caused by such actions or omissions within thirty (30) days of such determination, then such event shall not constitute a Cause Event.
Examples of Cause Event in a sentence
If there is a Cause Event involving or brought on by a Consortium Participant (deemed a “Removed Participant” and together with a Withdrawing Participant, a “Departing Participant”) the Removed Participant may be removed from the Consortium by a majority vote of the Advisory Committee.
No GP Covered Person shallwill be liable to the Fund or any Partner for any losses, claims, demands, actions, judgments, arbitral decisions, orders, fines, penalties or liability of any nature, including reasonable attorneys’legal fees, out-of-pocket expenses and court costs (“"Damages”") suffered or incurred by the Fund or any Partner, except to the extent that any such Damages are based upon, arise out of or otherwise are in connection with any Exculpation Exclusiona Cause Event.
Subject to the terms of this Agreement and to any limitation imposed by relevant law, the General Partner shall promptly notify the Limited Partners of any “Cause Event”, and may be removed upon the affirmative vote of two-thirds in interest of the Limited Partners within 180 days of providing notice of such Cause Event.
Upon occurrence of a Disabling Event or GP Cause Event to a General Partner who is not the last remaining General Partner (the “Withdrawing General Partner”), the Fund may be continued with the consent of the remaining General Partners or General Partner pursuant to the terms and conditions of this Agreement.
Subject to this Section 2.06(b), JV 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 after KBS delivers written notice (a “Removal Notice”) to JV Member after the occurrence of a Just Cause Event (subject to applicable notice and cure periods set forth below) (the date of any such removal, the “Removal Date”).
More Definitions of Cause Event
Cause Event means (i) a final judgment by any court or governmental body of competent jurisdiction not stayed or vacated within thirty (30) days that the Manager, its agents or its assignees has committed a felony or a material violation of applicable securities laws that has a material adverse effect on the business of the Company or the ability of the Manager to perform its duties under the terms of this Agreement, (ii) an order for relief in an involuntary bankruptcy case relating to the Manager or the Manager authorizing or filing a voluntary bankruptcy petition, (iii) the dissolution of the Manager, or (iv) a determination that the Manager has committed fraud against the Company, misappropriates or embezzles funds of the Company, or has acted, or failed to act, in a manner constituting bad faith, willful misconduct, gross negligence or reckless disregard in the performance of its duties under this Agreement; provided, however, that if any of the actions or omissions described in this clause (iv) are caused by an employee and/or officer of the Manager or one of its Affiliates and the Manager takes all necessary action against such person and cures the damage caused by such actions or omissions within thirty (30) days of such determination, then such event shall not constitute a Cause Event.
Cause Event means the occurrence of any of the following, whether such event occurs or is first made public during the Term:
Cause Event means the occurrence of any of the following:
Cause Event means an event that shall be deemed to have occurred if: (i) the General Partner, or if at such time the Manager is an Affiliate of the General Partner, the Manager, shall have committed fraud or willful misconduct, and the General Partner or Manager fails to cure or remedy such acts within twenty (20) Business Days of receipt of a written notice to do so, (ii) the General Partner, or if at such time the Manager is an Affiliate of the General Partner, the Manager, shall have been convicted of a felony, provided that a settlement without admission of liability on the part of such Person shall not constitute a Cause Event if such settlement is approved by a court of competent jurisdiction and does not involve any other component of a Cause Event, (iii) ******************************************************************************************************* *** *************************************************************. Any curative actions taken by the General Partner or an Affiliate of the General Partner in respect of the Cause Event referred to in such clause shall be taken into account in determining whether such Cause Event has been cured.
Cause Event means with respect to any Member (i) such Member has engaged in conduct which constitutes gross negligence or willful misconduct with respect to the Company which has or reasonably could be expected to have in the good faith judgment of the other Members a material adverse effect on the business of the Company, (ii) such Member has been convicted of a felony or any fraud, theft, wrongful appropriation, embezzlement or any other financial crime, (iii) a bankruptcy or other similar insolvency event has occurred with respect to such Member, (iv) a default by such Member under this Agreement that has not been cured prior to the Default Date; or (v) such Member has triggered a Solar Triggering Event or a Deerfield Triggering Event that has been deemed a Cause Event pursuant to the terms hereof.
Cause Event is defined in Section 13(g).
Cause Event means: (i) a final judgment by any court or governmental body of competent jurisdiction not stayed or vacated within thirty (30) days that the Manager, its agents or its assignees has committed a felony or a material violation of applicable securities laws that has a material adverse effect on the business of the Company and its subsidiaries, taken as a whole, or the ability of the Manager to perform its duties under the terms of this Agreement; (ii) an order for relief in an involuntary bankruptcy case relating to the Manager or the Manager authorizing or filing a voluntary bankruptcy petition; (iii) the dissolution of the Manager, or (iv) a determination that the Manager has (A) committed; fraud against the Company, (B) misappropriated or embezzled funds of the Company, or (C) acted, or failed to act, in a manner constituting bad faith, fraud, intentional misconduct, gross negligence or reckless disregard of the duties of the Manager under this Agreement; provided, however, that if any of the actions or omissions described in this clause (iv) are caused by an employee and/or officer of the Manager or one of its Affiliates and the Manager takes all necessary action against such Person and cures the damage caused by such actions or omissions within thirty (30) days of such determination, then such event shall not constitute a Cause Event.