Bad Act definition

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

• If you commit a Bad Act, you will be liable to us in an amount in cash equal to (a) the undelivered portion of the Amount Sold, plus (b) any other fees and other amounts due to us under this Agreement, plus (c) any additional amounts you would owe us for committing an Other Breach.

• Weekly deliveries shall continue until Purchaser has received the Completion Amount, unless Merchant files for bankruptcy and/or goes out of business in the ordinary course, without first committing a Bad Act (as defined below).

• If you commit an act that is not a Bad Act but that otherwise violates a term or covenant in this Agreement (an “Other Breach”), you will be in default.

• Notwithstanding any other provision of this Agreement (but subject to Section 6.7 of this Agreement), the Partnership shall indemnify, and reimburse, to the fullest extent permitted by law, the Tax Matters Partner for all Losses incurred in connection with any Tax Audit or Judicial Review proceeding with respect to the tax liability of the Partners, except to the extent the Tax Matters Partner’s conduct constituted a Willful Bad Act or gross negligence.

• For the avoidance of doubt, for purposes of this Section 11(c), any Loss in respect of or arising from an act by the Asset Manager in its capacity as a fiduciary under the Employee Retirement Income Security Act of 1974, as amended, and the regulations thereunder shall not constitute a Bad Act.

More Definitions of Bad Act

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, 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 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 a Limited Partner’s:

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.