Removal Conduct definition

Removal Conduct means any of the following circumstances:
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Removal Conduct means any of the following circumstances: with respect to the General Partner, Fund Manager, any of the Key Persons and any of their respective Affiliates, any conduct or lack of conduct that constitutes any of the following: fraud, bad faith or willful misconduct; gross negligence or reckless disregard in relation to activities of the Fund; either (A) a breach of Section 20.5 (Standard of Care), or (B) a material breach of any of the other terms of this Agreement or of any other Fund Document; a material violation of securities, commodities, AML/OFAC or corrupt practice laws, rules or regulations, provided that, other than in the case of the Key Persons, such violations are limited to conduct or lack of conduct in relation to the activities of the Fund; criminal conduct; provided that, other than in the case of the Key Persons, such conduct is limited to crimes related and material to the duties to and with respect to the General Partner, the Fund Manager or any Fund Vehicle, and for which the maximum sentence is more than a fine; or any order, judgment or decree of any court, arbitral tribunal or regulatory authority which prohibits, prevents or materially impairs such Person from carrying on its duties or performing its obligations with respect to the Fund; and with respect to the General Partner and the Fund Manager, insolvency, administration, dissolution, liquidation, involuntary reorganization, bankruptcy or suspension of payments (or equivalent under foreign law).
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Removal Conduct with respect to the General Partner, the Fund Manager, any of the Key Persons and any of their respective Affiliates means any conduct or lack thereof amounting to: fraud, bad faith or wilful misconduct; gross negligence or reckless disregard in relation to activities of the Fund; material breach of the Partnership Agreement or breach of the standard of care; material violation of securities, commodities, AML/OFAC or corrupt practice laws, rules or regulations in relation to the activities of the Fund; criminal conduct; any order, judgment or decree of any court, arbitral tribunal or regulatory authority which prohibits, prevents or materially impairs such Person from carrying on its duties or performing its obligations with respect to the Fund; and with respect to the General Partner and the Fund Manager only: insolvency, administration, dissolution, liquidation, involuntary reorganization, bankruptcy or suspension of payments. Upon the removal or termination of the Fund for Removal Conduct, the General Partner will not to be entitled to receive further carried interest distributions [and any amounts thereof retained in escrow will be distributed to the Limited Partners]. In respect of its Commitment, the removed General Partner shall be treated as a Limited Partner and it and the Affiliated Partners shall not be obliged to invest in new Portfolio Investments, should the Investors elect to appoint a new general partner and continue the Fund. Removal of the General Partner Without Cause The Limited Partners may at any time remove and replace the General Partner or terminate the Fund by written notice approved by at least 75% in Interest. Upon such removal or termination of the Fund, the General Partner shall be entitled to receive further distributions of Carried Interest [immediately and automatically reduced to [•]% of the Carried Interest to which it is otherwise entitled] with respect to Portfolio Investments made prior to such removal (but not with respect to any Portfolio Investment made thereafter). In respect of its Commitment, the removed General Partner shall be treated as a Limited Partner and it and the Affiliated Partners shall not be obliged to invest in new Portfolio Investments, should the Investors elect to appoint a new general partner and continue the Fund. Appointment of Replacement General Partner A Majority in Interest may approve the appointment of a replacement general partner following the removal of the General Partner for cause o...
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Examples of Removal Conduct in a sentence

  • The General Partner shall notify the Limited Partners immediately upon any occurrence of any Removal Conduct.

  • The Trustee, at its knowledge, shall promptly notify the Holders of any such determination that the Manager has engaged in Removal Conduct.

  • The Manager may be removed as the manager of the Trust by the Holders Meeting in accordance with section 4.5(b)(ii) of the Trust Agreement within 180 (one hundred and eighty) days after it is determined, by a final and non-appealable judgment of a court of competent jurisdiction, that the Manager has engaged in Removal Conduct in respect of the Trust; provided, that the Holders Meeting has designated a replacement manager that is a Person permitted by applicable law to act as manager of the Trust.

  • Upon the removal or termination of the Fund for Removal Conduct, the General Partner will not to be entitled to receive further carried interest distributions [and any amounts thereof retained in escrow, if any, will be distributed to the Limited Partners].


More Definitions of Removal Conduct

Removal Conduct of our Managers means (i) fraud, malice, bad faith, or gross negligence by our Manager in the provision of services in accordance with our Management Agreement and our Trust Agreement, as determined in a final and nonappealable resolution issued by a corresponding judicial body which, in each case brings about an adverse material effect on Trust Equity; (ii) a definitive and nonappealable sentence by a corresponding judicial body which declares the insolvency or bankruptcy or similar proceedings of the Manager; or (iii) if the Manager stops being Prologis Property México, S.A. de
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Removal Conduct means, (a) with respect to the Manager (i) fraud, (ii) dolo, or (iii) gross negligence which has a material adverse effect on the business of the Trust Estate taken as a whole; in each case as determined by a final and non-appealable judgment issued by a court of competent jurisdiction; and (b) if the Manager ceases to be a Macquarie Entity without the prior approval of the Holders Meeting.
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Removal Conduct means with respect to the General Partner, the Fund Manager, any of the Key Persons and any of their respective Affiliates means, any conduct or lack thereof amounting to: (i) fraud, bad faith or , [wilful misconduct; ,] [intentional or gross fault,]38 theft misappropriation of property, embezzlement or breach of trust, [determined in a final, non-appealable judgment by a court of competent jurisdiction]; (ii) [gross]39 negligence or reckless disregard[or intentional or gross fault] in relation to activities of the Fund; [determined in a final, non-appealable judgment by a court of competent jurisdiction]; (iii) material breach of the Partnership Agreement, the Management Agreement [or of any other Fund Document] or breach of the standard of care;, which have not been remedied within [60] days; (iv) material violation of securities, commodities, AML/OFAC or corrupt practice laws, rules or regulations in relation to the activities of the Fund; (v) criminal conduct; (vi) any order, judgment or decree of any court, arbitral tribunal or regulatory authority which prohibits, prevents or materially impairs such Person from carrying on its duties or performing its obligations with respect to the Fund; and (vii) with respect to the General 37 See the definition of “Removal Conduct” in the CVCA LPA and related footnotes. See Article 10 (Removal of the General Partner; Termination of the Fund ) of the CVCA LPA.
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Related to Removal Conduct

  • criminal conduct means conduct which—

  • Unprofessional conduct means the same as that term is defined in

  • Sexual conduct means vaginal intercourse between a male and female; anal intercourse, fellatio, and cunnilingus between persons regardless of gender; and, without privilege to do so, the insertion, however slight, of any part of the body or any instrument, apparatus, or other object into the vaginal or anal cavity of another. Penetration, however slight, is sufficient to complete vaginal or anal intercourse.

  • Detrimental Conduct means, as determined by the Company, the Participant’s serious misconduct or unethical behavior, including any of the following: (a) any violation by the Participant of a restrictive covenant agreement that the Participant has entered into with the Company or an Affiliate (covering, for example, confidentiality, non-competition, non-solicitation, non-disparagement, etc.); (b) any conduct by the Participant that could result in the Participant’s Separation from Service for Cause; (c) the commission of a criminal act by the Participant, whether or not performed in the workplace, that subjects, or if generally known would subject, the Company or an Affiliate to public ridicule or embarrassment, or other improper or intentional conduct by the Participant causing reputational harm to the Company, an Affiliate, or a client or former client of the Company or an Affiliate; (d) the Participant’s breach of a fiduciary duty owed to the Company or an Affiliate or a client or former client of the Company or an Affiliate; (e) the Participant’s intentional violation, or grossly negligent disregard, of the Company’s or an Affiliate’s policies, rules, or procedures; or (f) the Participant taking or maintaining trading positions that result in a need to restate financial results in a subsequent reporting period or that result in a significant financial loss to the Company or an Affiliate.

  • Medical condition means either of the following:

  • Serious Medical Condition means all of the following medical conditions:

  • Adverse Environmental Condition means (i) the existence or the continuation of the existence, of an Environmental Contamination (including, without limitation, a sudden or non-sudden accidental or non-accidental Environmental Contamination), of, or exposure to, any substance, chemical, material, pollutant, Hazardous Substance, odor or audible noise or other release or emission in, into or onto the environment (including without limitation, the air, ground, water or any surface) at, in, by, from or related to any Equipment, (ii) the environmental aspect of the transportation, storage, treatment or disposal of materials in connection with the operation of any Equipment, or (iii) the violation, or alleged violation, of any Environmental Law, permits or licenses of, by or from any governmental authority, agency or court relating to environmental matters connected with any of the Equipment.

  • Terminal condition means an incurable condition caused by injury, disease, or illness that according to reasonable medical judgment will produce death within six months, even with available life-sustaining treatment provided in accordance with the prevailing standard of medical care.

  • Unlawful conduct means the same as that term is defined in Sections 58-1-501 and 58-17b-501.

  • Physical Conditions Report means, with respect to the Property, a report prepared by a company satisfactory to Lender regarding the physical condition of the Property, satisfactory in form and substance to Lender in its sole discretion, which report shall, among other things, (a) confirm that the Property and its use complies, in all material respects, with all applicable Legal Requirements (including, without limitation, zoning, subdivision and building laws) and (b) include a copy of a final certificate of occupancy with respect to all Improvements on the Property.

  • Root Cause Analysis Report means a report addressing a problem or non-conformance, in order to get to the ‘root cause’ of the problem, which thereby assists in correcting or eliminating the cause, and prevent the problem from recurring.

  • General Condition means these General Terms and Conditions of Contract.

  • Emergency medical condition means a medical condition manifesting itself by acute symptoms of sufficient severity (including severe pain) such that the absence of immediate medical attention could reasonably be expected to result in any of the following:

  • Environmental Condition means any condition or circumstance, including the presence of Hazardous Substances which does or would (i) require assessment, investigation, abatement, correction, removal or remediation under any Environmental Law, (ii) give rise to any civil or criminal Liability under any Environmental Law, (iii) create or constitute a public or private nuisance or (iv) constitute a violation of or non-compliance with any Environmental Law.

  • Abnormal Condition means any condition on the Interconnection Facilities which, determined in accordance with Good Utility Practice, is: (i) outside normal operating parameters such that facilities are operating outside their normal ratings or that reasonable operating limits have been exceeded; and (ii) could reasonably be expected to materially and adversely affect the safe and reliable operation of the Interconnection Facilities; but which, in any case, could reasonably be expected to result in an Emergency Condition. Any condition or situation that results from lack of sufficient generating capacity to meet load requirements or that results solely from economic conditions shall not, standing alone, constitute an Abnormal Condition.

  • Professional Conduct Committee means the professional conduct committee established by the Council in terms of section 12(2)(b);

  • Debilitating medical condition means one or more of the following:

  • Additional Conditions means the terms and conditions set out in the Offer Document.

  • Urgent medical condition means a condition that satisfies either of the following:

  • Environmental Conditions means the presence in the environment, including the soil, groundwater, surface water or ambient air, of any Hazardous Material at a level which exceeds any applicable standard or threshold under any Environmental Law or otherwise requires investigation or remediation (including, without limitation, investigation, study, health or risk assessment, monitoring, removal, treatment or transport) under any applicable Environmental Laws.

  • Current significant investigative information means investigative information that a licensing board, after an inquiry or investigation that includes notification and an opportunity for the audiologist or speech-language pathologist to respond, if required by state law, has reason to believe is not groundless and, if proved true, would indicate more than a minor infraction.

  • Root Cause Analysis means a method of problem solving designed to identify the underlying causes of a problem. The focus of a root cause analysis is on systems, processes, and outcomes that require change to reduce the risk of harm.

  • Environmental Audit means, with respect to each Property, a Phase One environmental site assessment (the scope and performance of which meets or exceeds the then most current ASTM Standard Practice E1527 for Environmental Site Assessments: Phase One Environmental Site Assessment Process) of such Property.

  • Processes with Significant Environmental Aspects means the Equipment which, during regular operation or if not properly operated or maintained, may cause or are likely to cause an adverse effect.

  • Disabling Conduct shall have the meaning designated in Section 8.4 hereof.

  • Financial Conduct Authority means the registering authority for societies registered under the Co-operative and Community Benefit Societies Act 2014 and the Credit Unions Act 1979 set up in terms of the Financial Services Act 2012 or its successor body.