Material Misconduct definition

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.
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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.
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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.
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Examples of Material Misconduct in a sentence

  • 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.

  • An Indemnified Person shall not be liable to the Company or the Members for losses due to the acts or omissions of any other Person serving as an independent contractor, employee or other agent of the Company unless such Indemnified Person was or should have been directly involved with the selection, engagement or supervision of such Person and the actions or omissions of such Indemnified Person in connection therewith constituted Material Misconduct.

  • 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.

  • No Covered Person shall be liable to the Fund or any Partner for any error of judgment made in good faith by an officer or employee of such Covered Person, provided that such error does not constitute Material Misconduct of such Covered Person.

  • In the absence of Material Misconduct (which misconduct shall have given rise to the matter at issue) on the part of an Indemnified Person, such Indemnified Person shall not be liable to the Company or the Members for any act or omission concerning the Company.

  • An Indemnified Person shall not be liable to the Company, the Managers, or the Members for losses due to the acts or omissions of any other person serving as an independent contractor, employee or other agent of the Company unless such Indemnified Person was or should have been directly involved with the selection, engagement or supervision of such person and the actions or omissions of such Indemnified Person in connection therewith constituted Material Misconduct.

  • 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.

  • 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).

  • Without limitation on the preceding sentence, except to the extent that such action constitutes Material Misconduct, an Indemnified Person shall not be liable to the Company or to any Member in consequence of voting for, approving, or otherwise participating in the making of a distribution by the Company pursuant to Section 5, 7 or 8.

  • Material Misconduct shall not include (1) any action or omission with respect to which such Indemnified Person is shielded from liability pursuant to Section 7.8(b); (2) any action or omission that consists of, or results solely from, ordinary negligence or an honest mistake of judgment; (3) any disclosure of Partnership or Portfolio Company information to a Limited Partner in its capacity as such; or (4) any action or omission that is based upon a good faith interpretation of this Agreement.


More Definitions of Material Misconduct

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;
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Material Misconduct means, with respect to any Person, conduct by such Person, including any willful misconduct, willful and material violation of securities laws, or willful and material breach of this Agreement which is not cured within 30 days of receipt by such Person of notice thereof, with respect to the Fund that is determined by a court of competent jurisdiction (in a final determination which is not subject to appeal or for which the right to appeal has expired) to constitute or rise to the level of fraud, bad faith or gross negligence which has had a material adverse effect on the Fund.
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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,
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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.
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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 the same as defined in section 1(1) of the PGA [Definitions and interpretation].

  • 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.