Bad Acts definition
Bad Acts means any negligent, reckless, dishonest, fraudulent or criminal act or omission or willful misconduct.
Bad Acts shall have the meaning set forth in Section 6.9.
Bad Acts means, with respect to Lessor or Lessee, any gross negligence, fraud, willful or intentional misconduct or criminal conduct by such party or any breach by such party of its respective duties, covenants and obligations under this Lease that is both knowing, and either deliberate or intentional, provided that the “Bad Acts” of any employee of Lessee shall not constitute a Bad Act with respect to such party, unless it is shown that the “Bad Act” is the result of a systemic failure of Lessee to implement commercially reasonable policies and procedures to maintain and comply with (1) the operational standards (for example, staffing levels, resident care and health care policies and procedures, and accounting and financial reporting policies and procedures) and (2) the physical standards (for example, maintenance and repair of any CA Removal Facility, or quality or frequency of replacement of furniture, furnishings, fixtures, soft goods, case goods, vehicles or equipment) that are, both as to operational standards and physical standards, consistent with the practices and standards implemented or in the process of being implemented at comparable senior living communities then owned and/or operated or managed by Lessee (or one or more of its Affiliates) in the continental United States, and, in any event in a manner substantially consistent with the operational standards and physical standards implemented or in the process of being implemented by a majority of other institutional owners/operators of comparable (i.e., in terms of quality, type, size, age and market orientation) senior living communities, (B) “Tenant Proprietary Marks” shall mean all trademarks, trade names, symbols, logos, slogans, designs, insignia, emblems, devices, service marks and distinctive designs of signs, or combinations thereof, which are used to identify Lessee and its Affiliates (including all present and future Tenant Proprietary Marks, whether they are now or hereafter owned by or licensed to Lessee or any of its Affiliates, and whether or not they are registered under the laws of the United States or any other country), (C) “Tenant IP” shall mean all intellectual property rights, in and to all materials and other information, in whatever form, including proprietary systems, processes, techniques, know-how, software, trademarks, service marks, logos, designs, domain names, training materials and DVD’s, menus, recipes, surveys, survey results, and policy and other manuals provided by ...
Examples of Bad Acts in a sentence
The termination of any action, suit or proceeding other than by a settlement or judgment on the merits or a conviction (for example, termination by a plea of nolo contendere or its equivalent) shall not, in and of itself, create a presumption that the General Partner’s conduct did constitute Willful Bad Acts or gross negligence.
Manager shall indemnify the Company from and against any losses attributable to any Bad Acts committed by Manager.
The Members and Manager shall be indemnified, and the Company’s employees, officers and agents may be indemnified, by the Company to the fullest extent possible under the Act; provided, however, that in no event shall any Member be entitled to indemnification in respect of any losses attributable to any Bad Acts.
The Subscriber agrees to notify the Fund of the Bad Acts of the Subscriber or any person that indirectly controls the voting of the Subscriber’s Securities promptly upon their occurrence.
Bad Acts This agreement may be terminated with a sixty (60) day notice should Operator commit an act of fraud, criminal conduct, misappropriation of funds, dishonesty, or willful misconduct of the manager in connection with the management and operation of the Hotel.
More Definitions of Bad Acts
Bad Acts means, with respect to either Landlord or Tenant, as applicable, any gross negligence, fraud, willful or intentional misconduct or criminal conduct by such party or any breach by such party of its respective duties, covenants and obligations under this Agreement that is both knowing, and either deliberate or intentional; provided that, the “Bad Acts” of any employee of Tenant shall not constitute a Bad Act with respect to Tenant, unless it is shown that the “Bad Act” is the result of a systemic failure of Tenant to implement commercially reasonable policies and procedures to maintain and comply with Tenant’s Standards.
Bad Acts means (i) the gross negligence, intentional fraud, willful misconduct, misappropriation of funds or other intentional wrongful act or intentional wrongful omission of any Person (other than liability caused by a failure to pay a monetary obligation guaranteed by a New Loan Recourse Document), (ii) any breach by any Person of this Agreement causing a default under a Financing, or (iii) any breach of the loan documents evidencing any loan obtained by the Company or any Subsidiary caused by the acts of such Person (other than a breach caused by a failure to pay a monetary obligation guaranteed by a New Loan Recourse Document, including any breach by Five Point Opco to pay any rent or other monetary payment under the Five Point Lease).
Bad Acts means (i) gross negligence, fraud or willful misconduct, (ii) any act or omission outside the scope of authority granted under this Agreement resulting in damages or liability to a Covered Person, (iii) any breach of this Agreement, and (iv) any action willingly taken by any Guarantor under any Recourse Document for the Project or Non- Recourse Document for the Project without the prior written consent of both Members, which creates liability under any such Recourse Document or Non-Recourse Document. The term "Prohibited Transfer" means any transfer of a direct or indirect ownership in the Company (including, without limitation, any transfer of a direct or indirect ownership interest in any Member) that results in a Lender declaring a default or breach of or under any of the loan documents evidencing any Loan obtained by the Company. For purposes of this Agreement, the Bad Act or Prohibited Transfer of any Affiliate or employee of any Person will also be deemed to be the Bad Act or Prohibited Transfer of such Person. The foregoing is subject to any applicable cure period provided under this Agreement. (b)
Bad Acts means (i) gross negligence, fraud or willful misconduct, (ii) any act or omission outside the scope of authority granted under this Agreement resulting in damages or liability to a Covered Person, (iii) any breach of this Agreement, and (iv) any action willingly taken by any Guarantor under any Recourse Document for the Project or Nonrecourse Document for the Project without the prior written consent of both Members, which creates liability under any such Recourse Document or Nonrecourse Document. The term "Prohibited Transfer" means any transfer of a direct or indirect ownership in the Company (including, without limitation, any transfer of a direct or indirect ownership interest in any Member) that results in a Lender declaring a default or breach of or under any of the loan documents evidencing any Loan obtained by the Company. For purposes of this Agreement, the Bad Act or Prohibited Transfer of any Affiliate or employee of any Person will also be deemed to be the Bad Act or Prohibited Transfer of such Person. The foregoing is subject to any applicable cure period provided under this Agreement. For the avoidance of any doubt, in no event will the limitation on liability set forth in this Section 10.02(a) extend to any Losses that may be incurred or that may arise under any Affiliate Agreement, subject to and without
Bad Acts means, as determined by the Purchaser Agent in its Permitted Discretion, the occurrence of any one or more of the following, in each case, following any cure period explicitly set forth herein: (i) the Servicer, Seller or any other party to any Program Document (other than Purchaser Agent, a Purchaser or any of their Affiliates) shall be in intentional and material violation, breach or default of, or shall intentionally fail to perform, observe or comply with, any material covenant, obligation or agreement set forth in this Agreement or any other Program Document that is reasonably susceptible to being cured and such violation, breach, default, or failure shall not be cured within a period of ten (10) Business Days after the earlier to occur of (A) such Person’s actual knowledge of such violation, breach or failure or (B) the date that written notice from Purchaser Agent of such violation, breach, default or failure is delivered to Servicer, (ii) any theft or misappropriation of a Purchaser’s funds or assets, any act of fraud, or any act of intentional or willful material misconduct in each case by the Servicer or the Seller (or any of their respective Affiliates), which shall not be subject to any cure period, in each case, in connection with this Agreement and/or any of the Receivables and/or the performance of the duties, obligations or covenants of the Servicer or Seller under this Agreement or the other Program Documents, as applicable or (iii) any action taken by Servicer, Seller or their respective Affiliates to intentionally avoid or subvert the minimum offer requirements set forth in Section 2.3(b) hereof.
Bad Acts shall include anytime the proposed assignee (ii) has obtained or attempted to obtain a permit or registration by misrepresentation or concealment; (iii) has been convicted by final judgment, and all appeals have been exhausted, in any state or any federal court of any felony involving moral turpitude within the three years immediately preceding the proposed assignment; (iv) has been convicted of any violations of any environmental laws punishable as a felony in any state or federal court within the five years preceding the proposed assignment; or (v) has been adjudicated in contempt of any court order enforcing any federal environmental laws or any State’s laws within the five years preceding the proposed assignment. In the event of an assignment of this Agreement by the Company, the term “Company” as used herein will apply in all respects to such assignee. In the event of a sale of the majority ownership interest in the Company to, a merger of the Company with, or a lease or operating agreement for the Landfill or Facility with, another entity, the County may require that it be provided with: (a) documentation reasonably demonstrating the financial ability of such entity to carry out the terms of this Agreement; and (b) a certification of no prior “bad acts” as described above. The foregoing conditions to assignment of this Agreement by the Company shall not apply to assignment and transfer of this Agreement and the rights and obligations of the Company under this Agreement to any affiliate of the Company. As used herein “affiliate” means any company or other legal entity controlled by the Company or under common ownership or common control as the Company. The Company shall not assign any rights and/or obligations to a proposed assignee that: (1) has intentionally misrepresented or concealed any material fact in the financial documents submitted to the County; or (2) cannot provide a certification of no prior “bad acts” as described above.
Bad Acts means misappropriation of any funds of the Company or any Subsidiary, willful misconduct, fraud, gross negligence or willful breach of the express terms of this Agreement. Without limiting the generality of the foregoing, any decision, act or omission unanimously approved by the Members (in those instances under this Agreement where the Members have the right to approve) shall not be deemed to be a Bad Act of any Member or any of such Member’s Affiliate.