Bad Conduct definition

Bad Conduct means acts or omissions constituting gross negligence, willful or wanton misconduct, fraud, intentional misrepresentation, criminal conduct, bad faith or a knowing violation of law.
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Bad Conduct means, with respect to a particular Member, an act or acts constituting: (a) with respect to the Company and/or its business and affairs: (i) an intentional breach of fiduciary duty or an act of self-dealing which has a material adverse effect on the Company or any other Member; or (ii) willful or wanton misconduct which has a material adverse effect on the Company or any other Member; and (b) whether or not with respect to the Company and/or its business and affairs: (i) the commission of a felony (for these purposes, either the indictment for, a plea of “no contest,” or a conviction of a felony shall be considered the commission of a felony); (ii) fraud; or (iii) any indictment and/or conviction for a drug-related crime (other than a crime involving only the consumption of alcohol).
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Bad Conduct shall have the meaning set forth in Section 11.1 hereof;
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Examples of Bad Conduct in a sentence

  • Notwithstanding the foregoing, no Covered Person shall be entitled to be indemnified by the Company to the extent any such Damages are covered by insurance maintained by or for the benefit of such Covered Person or to the extent such Damages are incurred by such Covered Person by reason of such Covered Person's Bad Conduct or breach of this Agreement or any Affiliate Agreement.

  • An arbitrator’s determination of Bad Conduct shall not be binding on Administrative Member in any way, other than to give Non-Administrative Member the right to initiate the Buy-Sell Election described in Section 12.6 or to replace Administrative Member, but shall not be a determination of Bad Conduct, or an admission of Bad Conduct, for the purpose of any suit for damages, criminal prosecution, any other arbitration, litigation or dispute resolution proceeding or for any other purpose.

  • Within ten (10) days after Non-Administrative Member gives the Bad Conduct Notice, either Member shall give the other Member a notice (i) that it desires to initiate the Buy-Sell Election described in Section 12.6 or (ii) that it desires to submit the question of whether or not Administrative Member engaged in Bad Conduct to arbitration.

  • Pursuant to this Section 3, Indemnitee shall be indemnified against Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding if Indemnitee did not engage in Bad Conduct in connection the matter(s) giving rise to such Proceeding.

  • Notwithstanding the foregoing, LIMCO is not obligated to defend or indemnify Company to the extent the Claim arises out of the negligence or Bad Conduct of any Company Parties.

  • If Non-Administrative Member makes a good faith determination that Administrative Member has engaged in Bad Conduct, it may deliver a notice to Administrative Member (a “Bad Conduct Notice”).

  • If the arbitrator determines that Bad Conduct of Administrative Member has occurred, (a) either Administrative Member or Non-Administrative Member may initiate the Buy-Sell Election set forth in Section 12.6 by notice given to the other Member, and (b) regardless of whether any Buy-Sell Election is timely made, Non- Administrative Member delivering the Bad Conduct Notice shall automatically and immediately be deemed to have been appointed as Administrative Member hereunder.

  • The Bad Conduct Notice shall set forth a reasonably detailed explanation of the basis for Non-Administrative Member’s allegation of Bad Conduct.

  • Notwithstanding the foregoing, Company is not obligated to defend or indemnify LIMCO to the extent the Claim arises out of the negligence or Bad Conduct of any LIMCO Parties.

  • Notwithstanding anything to the contrary contained herein, in the event TNHC GP is removed as the “general partner” of the Owner under the Company Agreement due to Material Bad Conduct, any unpaid fees accrued prior to the date on which the Material Bad Conduct occurred shall be forfeited.


More Definitions of Bad Conduct

Bad Conduct means, with respect to a particular Partner, an act or acts constituting: (a) with respect to the Partnership and/or its business and affairs: (i) an act of self-dealing which has, or would reasonably be expected to have, an adverse effect on the Partnership or any other Partner or an intentional or knowing breach of a duty to the Partnership or any other Partner; or (ii) gross negligence which has, or would reasonably be expected to have, more than a de minimis adverse effect on the Partnership or any other Partner (provided that an act or omission constituting gross negligence shall not be considered Bad Conduct unless it is not cured within 30 days after written notice to the applicable Partner), or (iii) willful misconduct; or (b) whether or not with respect to the Partnership and/or its business and affairs, if the Partner or, with respect to GP or TNHC, any Senior TNHC Principal commits fraud (for these purposes, either the indictment for, a plea of “no contest” or similar import or being convicted of fraud shall be considered commission of fraud).
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Bad Conduct means, with respect to a Person, acts or omissions of the Person constituting gross negligence, fraud, criminal conduct constituting a felony for which the Person is charged by competent governmental authority or convicted by a court of competent jurisdiction (but only if such felony has a material adverse effect on the financial condition of the Company or any Company Subsidiary or on the value of the Property), a material breach of this Agreement (if the breach continues for more than ten (10) Business Days after a Member gives the Person a written notice specifying the breach), or a material violation of law. Notwithstanding the foregoing to the contrary, if any alleged material breach of this Agreement is attributable to the action or inaction of the Property Manager (including, without limitation, in respect of preparation and delivery of the Annual Business Plan, Annual Budget, and other reporting and financial statements) and the Property Manager is not an Affiliate of the Administrative Member, such action or inaction shall not be imputed to the Administrative Member provided that the Administrative Member is using commercially reasonable efforts to cause the Property Manger to take such action or forgo taking such action, including, subject to the Major Decisions hereunder, terminating the Property Manager in accordance with the terms of the applicable property management agreement.
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Bad Conduct means (a) acts or omissions of (i) the Key Persons, (ii) the American Member, (iii) AH LLC or (iv) any Affiliate that is a party to a contract with the Company or any Subsidiary (including, the Property Manager) constituting Gross Negligence, willful or wanton misconduct (including, without limitation, the intentional misappropriation or intentional misapplication of funds), fraud, intentional misrepresentation, intentional breach, criminal conduct, bad faith or a knowing violation of law, in each case relating to the Company, the Properties or any Subsidiary or arising out of the performance of the applicable Person’s duties under this Agreement, (b) failure of the American Member (in its capacity as Member or Manager) to comply with any requirements contained in Article 10 and in the second sentence of Section 7.15, (c) a felony conviction of a Key Person, the American Member, the Company, a Subsidiary or the Property Manager involving (A) moral turpitude, (B) fraud, theft, intentional misappropriation, conversion or unlawful taking of property, or (C) a violation of securities laws involving fraud or intentional misconduct related to the activities of the Company, the Subsidiaries or the Properties or that has resulted or would reasonably be expected to result in a material adverse effect on the Company, the Subsidiaries or any Property; provided, however, that if (i) an Entity has committed Bad Conduct which is attributable to the act of an employee (other than a Key Person), and (ii) the Entity had used Due Care in implementing and maintaining processes to manage, oversee, monitor and train its employees, then such action shall not constitute Bad Conduct by such Entity so long as the American Member pays, to the extent damages may be monetized, such monetary damages (or a good faith estimate of such damages approved by the Executive Committee, acting reasonably) within five (5) Business Days after discovering such Bad Conduct.
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Bad Conduct means, with respect to a Person, acts constituting gross negligence, willful or wanton misconduct or fraud arising out of the performance of such Person’s obligations or duties under this Agreement. “Bankruptcy Event” means with, respect to a Person, the commencement or occurrence of any of the following with respect to such Person: (A) a case under Title 11 of the U.S. Code, as now constituted or hereafter amended, or under another applicable state bankruptcy law; (B) the appointment of a trustee or receiver of all or substantially all of such Person’s property interests; or (C) an attachment of all or substantial all of such Person’s property interests; except that such event shall not be a Bankruptcy Event if the same is (i) involuntary and not consented to in writing, (ii) contested within 60 days after such Person or its Affiliate has received written notice thereof, and (iii) dismissed or set aside, as the case may be, within 150 days of the commencement thereof. “Board” means the Company’s board consisting of four Board Representatives, two of whom shall be appointed by Investor and two of whom shall be appointed by Builder. “Board Representative” means a natural person appointed by Investor or Builder to serve as a representative on the Board. Each appointee may be removed and replaced in the sole discretion of the Member that appointed him or her. “Budgeted Costs” means those Project Costs set forth in an Approved Budget.
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Related to Bad Conduct

  • Covered Conduct means any actual or alleged act, failure to act, negligence, statement, error, omission, breach of any duty, conduct, event, transaction, agreement, service, work, misstatement, misleading statement, or other activity of any kind whatsoever from the beginning of time through the Reference Date of this Agreement (and any past, present, or future consequence of any such act, failure to act, negligence, statement, error, omission, breach of duty, conduct, event, transaction, agreement, service, work, misstatement, misleading statement, or other activity) arising from or relating in any way to (a) the availability, discovery, research, development, manufacture, packaging, repackaging, marketing, promotion, advertising, labeling, relabeling, recall, withdrawal, distribution, delivery, monitoring, reporting, supply, sale, prescribing, dispensing, physical security, warehousing, use or abuse of, or operating procedures relating to, any Product, or any system, plan, policy, procedure, or advocacy relating to any Product or class of Products, including, but not limited to, any unbranded or branded promotion, marketing, or advertising, unbranded information, patient support or assistance, educational programs, consultancy, research, or other programs, campaigns, lobbying, or grants, sponsorships, charitable donations, or other funding relating to any Product or class of Products; (b) the characteristics, properties, risks, or benefits of any Product or class of Products; (c) the monitoring, reporting, disclosure, non-monitoring, non-reporting, or non-disclosure to federal, state, or other regulators of orders for any Product or class of Products; (d) the selective breeding, harvesting, extracting, purifying, exporting, importing, applying for quota for, procuring quota for, handling, promoting, manufacturing, processing, packaging, supplying, distributing, converting, or selling of, or otherwise engaging in any activity relating to, a precursor or component of Product, including but not limited to natural, synthetic, semi-synthetic, or chemical raw materials, starting materials, finished active pharmaceutical ingredients, drug substances, or any related intermediate of Product; and/or (e) diversion control programs or suspicious order monitoring related to any Product. The foregoing is not intended to apply to claims alleging contamination of products.

  • Improper Conduct means conduct which offers any obstruction to the deliberations of proper action of Council.

  • Prohibited conduct means bullying or cyberbullying as defined in this policy or retaliation or reprisal for asserting, alleging, reporting, or providing information about such conduct or knowingly making a false report about bullying.

  • Code of Conduct means the SFC's Code of Conduct for Persons Licensed by or Registered with the Securities and Futures Commission.

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

  • Standard of Conduct means the standard for conduct by Indemnitee that is a condition precedent to indemnification of Indemnitee hereunder against Indemnifiable Losses relating to, arising out of or resulting from an Indemnifiable Claim. The Standard of Conduct is (i) good faith and a reasonable belief by Indemnitee that his action was in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, that Indemnitee had no reasonable cause to believe that his conduct was unlawful, or (ii) any other applicable standard of conduct that may hereafter be substituted under Section 145(a) or (b) of the Delaware General Corporation Law or any successor to such provision(s).

  • 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.

  • Ethics means a set of principles governing the conduct of all persons governed by these rules.

  • Supplier Code of Conduct means the code of that name published by the Government Commercial Function originally dated September 2017, as may be amended, restated, updated, re-issued or re-named from time to time;

  • criminal conduct means conduct which—

  • Outside Activity means any private practice, private consulting, additional teaching or research, or other activity, compensated or uncompensated, which is not part of the employee's assigned duties and for which the University has provided no compensation.

  • Safeguard Policy Statement or “SPS” means ADB's Safeguard Policy Statement (2009);

  • Code of Ethics means a statement encompassing the set of rules based on values and the standards of conduct to which suppliers are expected to conform

  • Competitive Activities means any business activities in which the Company or any other member of the Company Group engage (or have committed plans to engage) during the Term of Employment, or, following termination of Employee’s employment hereunder, was engaged in business (or had committed plans to engage) at the time of such termination of employment.

  • Employee Handbook means the employee handbook applicable to all employees of Infosys during the entire tenure of their employment.

  • Investor Relations Activities means any activities, by or on behalf of the Company or a shareholder of the Company, that promote or reasonably could be expected to promote the purchase or sale of securities of the Company, but does not include: