GP Termination Event definition

GP Termination Event means the occurrence of any of the following: (a) the death or Disability of Xxxxxx X. Xxxxxx; (b) the resignation of Xxxxxx X. Xxxxxx from (i) employment by the Corporation and (ii) the board of directors of the Corporation; (c) the termination or removal (including by failure to be elected) of Xxxxxx X. Xxxxxx’x employment by the Corporation and his service as a director of the Corporation; (d) the active participation, directly or indirectly, of either of the Principals in the conduct, direction, operation, strategies or management of the business of (i) a Competitor or (ii) any other Person formed by a Principal to engage in the business of publishing, distributing, programming, designing or marketing video games or entertainment software for personal computers that competes with the business of the Corporation in any material respect (whether in the capacity of an employee, officer, director, manager, owner, consultant or otherwise); (e) the Transfer by the General Partner of any portion of its Interest to any Person other than a Permitted Transferee (such Permitted Transferee to include any Permitted Transferee of a Principal) in accordance with Section 6.3(a); or (f) the material breach by the General Partner of its obligations under this Agreement, as determined by arbitration pursuant to Section 14.11, following written notice of such breach provided by a majority of the Limited Partners and the General Partner’s failure to cure such breach, if capable of being cured, within 15 calendar days after its receipt of such written notice. “gross negligence” has the meaning ascribed thereto by, and such term shall be construed in accordance with, the laws of the State of Delaware, United States of America.

GP Termination Event means the occurrence of any of the following: (a) the death or Disability of Xxxxxx X. Xxxxxx; (b) the Transfer by the General Partner of any portion of its Interest to any Person other than a Permitted Transferee (such Permitted Transferee to include any Permitted Transferee of a Principal) in accordance with Section 6.3(a); or (c) the material breach by the General Partner of its obligations under this Agreement, as determined by arbitration pursuant to Section 14.11, following written notice of such breach provided by a majority of the Limited Partners and the General Partner’s failure to cure such breach, if capable of being cured, within 15 calendar days after its receipt of such written notice. “gross negligence” has the meaning ascribed thereto by, and such term shall be construed in accordance with, the laws of the State of Delaware, United States of America.

GP Termination Event means the occurrence of any of the following: (a) the death or Disability of Robert A. Kotick; (b) the Transfer by the General Partner of any portion of its Interest to any Person other than a Permitted Transferee (such Permitted Transferee to include any Permitted Transferee of a Principal) in accordance with Section 6.3(a); or (c) the material breach by the General Partner of its obligations under this Agreement, as determined by arbitration pursuant to Section 14.11, following written notice of such breach provided by a majority of the Limited Partners and the General Partner’s failure to cure such breach, if capable of being cured, within 15 calendar days after its receipt of such written notice.

Examples of GP Termination Event in a sentence

If the General Partner is unable to carry out its obligations as liquidator under this Section 10.2, or in the event of a GP Termination Event, a liquidator shall be appointed by the holders of a majority of the Percentage Interests of the Limited Partners and such liquidator shall have the right, power and authority of the General Partner under this Article 10 to wind up the affairs of the Partnership.

Related to GP Termination Event

Company Termination Event means any of the following:
Additional Termination Event has the meaning specified in Section 5(b).
Swap Termination Event means any event defined as a “Termination Event” in the Interest Rate Swap Agreement.
Potential Termination Event means an event which but for the lapse of time or the giving of notice, or both, would constitute a Termination Event.
ERISA Termination Event means (i) a “Reportable Event” described in Section 4043 of ERISA and the regulations issued thereunder (other than a “Reportable Event” not subject to the provision for 30-day notice to the PBGC under such regulations), or (ii) the withdrawal of a Borrower or any of its ERISA Affiliates from a “single employer” Plan during a plan year in which it was a “substantial employer”, both of such terms as defined in Section 4001(a) of ERISA, or (iii) the filing of a notice of intent to terminate a Plan or the treatment of a Plan amendment as a termination under Section 4041 of ERISA, or (iv) the institution of proceedings to terminate a Plan by the PBGC or (v) any other event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan or (vi) the partial or complete withdrawal of a Borrower or any ERISA Affiliate of such Borrower from a “multiemployer plan” as defined in Section 4001(a) of ERISA.
Consultation Termination Event shall have the meaning assigned to such term or an analogous term in the Servicing Agreement.
Control Termination Event shall have the meaning given to such term or any one or more analogous terms in the Lead Securitization Servicing Agreement.
Commitment Termination Event means the earlier of (a) automatically and without notice or further action, the occurrence of any Event of Default described in Section 7.01(i) (Bankruptcy, Insolvency, etc.) with respect to the Borrower and (b) the occurrence and continuation of any other Event of Default under this Agreement pursuant to which either a Commitment Termination Event has been expressly declared or a declaration of the Loan to be due and payable has been given, in each case pursuant to Section 7.03 (Action if other Event of Default).
Exercise Termination Event (i) the Effective Time (as defined in the Merger Agreement) of the Merger; (ii) termination of the Merger Agreement in accordance with the provisions thereof if such termination occurs prior to the occurrence of an Initial Triggering Event, except a termination by Grantee pursuant to Section 8.1(d) of the Merger Agreement (unless the breach by Issuer giving rise to such right of termination is non-volitional); or (iii) the passage of 12 months after termination of the Merger Agreement if such termination follows the occurrence of an Initial Triggering Event or is a termination by Grantee pursuant to Section 8.1(d) of the Merger Agreement (unless the breach by Issuer giving rise to such right of termination is non-volitional) (provided that if an Initial Triggering Event continues or occurs beyond such termination and prior to the passage of such 12-month period, the Exercise Termination Event shall be 12 months from the expiration of the Last Triggering Event but in no event more than 18 months after such termination). The "Last Triggering Event" shall mean the last Initial Triggering Event to expire. The term "Holder" shall mean the holder or holders of the Option.
Termination Events means each of the events specified in Clause 10.3 of this Contract.
Early Termination Event has the meaning specified in Section 9.2.
Servicer Termination Event shall have the meaning assigned to such term in the Lead Securitization Servicing Agreement or at any time that the Mortgage Loan is no longer subject to the provisions of the Lead Securitization Servicing Agreement, any analogous concept under the servicing agreement pursuant to which the Mortgage Loan is being serviced in accordance with the terms of this Agreement.
Unmatured Termination Event means an event that, with the giving of notice or lapse of time, or both, would constitute a Termination Event.
Event Termination Date See Section 2(e) hereof.
Outside Termination Date shall have the meaning set forth in Section 8.01(f).
Servicer Termination Events (or any analogous term under the Lead Securitization Servicing Agreement) include customary market termination events with respect to failure to make advances, failure to timely remit payments to the Non-Lead Note Holders as required hereunder or under the Lead Securitization Servicing Agreement (subject to no more than one business day grace period), failure to timely deposit amounts into any REO Account or to remit to a Servicer for deposit into a related collection or custodial account, failure to deliver (or cause to be delivered) materials or information required in order for each Non-Lead Note Holder or each Non-Lead Depositor to timely comply with its obligations under the Exchange Act, the Securities Act and Form SF-3, and for rating agency downgrades or other triggers with respect to any certificates issued in connection with a Non-Lead Securitization, subject to customary grace periods (provided that, in the case of failures related to the securities laws, such grace periods will not cause a Non-Lead Depositor to fail to comply with the applicable provisions of such securities laws). Upon the occurrence of such a Servicer Termination Event with respect to the Master Servicer affecting a Non-Lead Securitization Note Holder and the Master Servicer is not otherwise terminated pursuant to the Lead Securitization Servicing Agreement, the Master Servicer shall be required, upon the direction of such Non-Lead Securitization Note Holder, to appoint a subservicer with respect to such Non-Lead Securitization Note. Upon the occurrence of a Servicer Termination Event with respect to the Special Servicer affecting a Non-Lead Securitization Note Holder and the Special Servicer is not otherwise terminated pursuant to the Lead Securitization Servicing Agreement, the Trustee shall, upon direction of such Non-Lead Securitization Note Holder, terminate the Special Servicer with respect to, but only with respect to, the Mortgage Loan;
Series Termination Date means, with respect to any Series of Certificates, the date stated in the related Supplement.
Incipient Event of Termination means an event that but for notice or lapse of time or both would constitute an Event of Termination.
Operating Advisor Termination Event means any one of the following events whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body:
Special Servicer Termination Event shall have the meaning given to such term in the Lead Securitization Servicing Agreement.
Terminating Event means any of the following events:
Senior Termination Date For each Senior Certificate Group, the Distribution Date on which the aggregate Class Certificate Balance of the related Classes of Senior Certificates has been reduced to zero.
Mandatory Termination Date means the "Termination Date" set forth under "Investment Summary--Essential Information" in the Prospectus for the Trust.
Effective Termination Date has the meaning set forth in Section 10(b) hereof.
Service Termination Date means the last Day in a month upon which Service shall terminate, as set forth in a Schedule of Service and subject to any renewal thereof.
Event of Termination has the meaning specified in Section 7.01.