Bad Act has the meaning ascribed to that term in a Limited Partner’s Award Letter.
Bad Act means your:
Bad Act has the meaning set forth in Section 2.2 of this Agreement.
Examples of Bad Act in a sentence
Bad Actor Disclosure The Subscriber hereby represents and warrants that it is not a Bad Actor (as defined below) and that no Bad Act (as defined below) exists with respect to the Subscriber or any person that indirectly controls the voting of the Subscriber’s Securities.
The Company may terminate your employment for Cause or a Bad Act without notice.
For purposes of clarity, the prorated Base Pay and Annual Cash Bonus shall be additional to any amounts payable to you as a result of (i) a termination without Cause and other than by reason of a Bad Act, (ii) a Good Reason resignation, or (iii) a No Fault Termination, in each case as provided in Section 5(f).
The termination of any action, suit or proceeding by judgment, order, settlement or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that any Person acted in a fashion constituting a Bad Act.
Provided your employment is terminated by the Company other than for Cause or a Bad Act, the Company shall cooperate with you, following the expiration of your obligations regarding noncompetition, to provide a prospective employer with limited, aggregated and deidentified information regarding investments overseen by you.
More Definitions of Bad Act
Bad Act means, with respect to a Person, (i) gross negligence, (ii) bad faith, (iii) fraud, or (iv) willful misconduct; provided, that, other than with respect to fraud, if the applicable action or circumstance is curable, then the breaching party will not be deemed to have caused the occurrence of a Bad Act pursuant to this definition if such party cures the applicable action or circumstance (including, for the avoidance of doubt, paying or otherwise remedying any adverse effects resulting from the Bad Act and otherwise offsetting any Losses suffered by other relevant Persons) within the thirty (30) days following the receipt of written notice thereof. For the avoidance of doubt, for purposes of Section 11(c), any Loss in respect of or arising from an act by the Asset Manager as a fiduciary under the Employee Retirement Income Security Act of 1974, as amended, and the regulations thereunder shall not constitute a “Bad Act.”
Bad Act has the meaning set forth in Annex A hereto.
Bad Act includes any of the following: (i) a conviction, within the past ten years, of any felony or misdemeanor: (A) in connection with the purchase or sale of any security; (B) involving the making of any false filing with the Securities and Exchange Commission (the “Commission”); or (C) arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities; (ii) being subject to any order, judgment or decree of any court of competent jurisdiction, entered within the past five years, that, as of the date hereof, restrains or enjoins such person from engaging or continuing to engage in any conduct or practice: (A) in connection with the purchase or sale of any security; (B) involving the making of any false filing with the Commission; or (C) arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities; (iii) being subject to a final order of a state securities commission (or an agency or officer of a state performing like functions); a state authority that supervises or examines banks, savings associations, or credit unions; a state insurance commission (or an agency or officer of a state performing like functions); an appropriate federal banking agency; the U.S. Commodity Futures Trading Commission; or the National Credit Union Administration that: (A) as of the date hereof, bars the person from: (1) association with an entity regulated by such commission, authority, agency, or officer; (2) engaging in the business of securities, insurance or banking; or (3) engaging in savings association or credit union activities; or (B) constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct entered within the past ten years; (iv) being subject to an order of the Commission entered pursuant to section 15(b) or 15B(c) of the Exchange Act (15 U.S.C. 78o(b) or 78o-4(c)) or section 203(e) or (f) of the U.S. Investment Advisers Act of 1940, as amended (the “Advisers Act”) (15 U.S.C. 80b-3(e) or (f)) that, as of the date hereof:
Bad Act means, in relation to any Person, the occurrence of any of the following within the applicable Look-Back Period for such Person:
Bad Act means, with respect to a Member, the commission or occurrence of any of the following: (i) such Member is the subject of a criminal indictment or an equivalent criminal proceeding before any court or tribunal for a felony or for a crime involving moral turpitude or dishonesty (or an attempt of dishonesty) or for criminal activity that is punishable by imprisonment; (ii) such Member (or one of the officers of the Company) engages in any activity with respect to the Hotel, its operations, the Company or any of its Subsidiaries (a) that is committed in bad faith or in a manner that constitutes gross negligence, fraud or willful misconduct, or (b) that constitutes a felony and such party intentionally engaged in such activity knowing that the activity was unlawful at such time; (iii) such Member (or one of the officers of the Company) commits an intentional breach of this Agreement or the Asset Management Agreement; or (iv) upon the voluntary or involuntary bankruptcy, dissolution or insolvency of such Member.
Bad Act means, with respect to a Person, an act or omission of such Person in the discharge of their duty for the Company that constitutes fraud, gross negligence or willful misconduct, that, in the case of gross negligence, has a material adverse impact on the Project or the Company, the satisfaction of a Person’s obligations under this Agreement, or any Member’s interest in the Company.
Bad Act means a Limited Partner’s: